FRBP 10-Q Quarterly Report Sept. 30, 2024

FRANKLIN BSP CAPITAL CORP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __ to __

Commission file number: 814-01360

FRANKLIN BSP CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware						85-2950084
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


9 West 57th Street , Suite 4920 New York , New York						10019
(Address of Principal Executive Offices)						(Zip Code)


( 212 ) 588-6770 (Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	N/A	N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant's common stock, $0.001 par value, outstanding as of November 7, 2024 was 134,794,203 .

FRANKLIN BSP CAPITAL CORPORATION

FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements			1
Consolidated Statements of Assets and Liabilities as of September 30, 2024 (Unaudited) and December 31, 2023			1
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)			2
Consolidated Statements of Changes in Net Assets for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)			4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)			5
Consolidated Schedules of Investments as of September 30, 2024 (Unaudited) and December 31, 2023			7
Notes to Consolidated Financial Statements (Unaudited)			27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			87
Item 3. Quantitative and Qualitative Disclosures About Market Risk			109
Item 4. Controls and Procedures			110
PART II - OTHER INFORMATION
Item 1. Legal Proceedings			111
Item 1A. Risk Factors			111
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			112
Item 3. Defaults Upon Senior Securities			112
Item 4. Mine Safety Disclosures			112
Item 5. Other Information			112
Item 6. Exhibits			113
Signatures			114

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(dollars in thousands except share and per share data)


	September 30,		December 31,
	2024		2023
Assets:	(Unaudited)
Investments, at fair value:
Control Investments, at fair value (amortized cost of $ 796,539 and $ 68,050 , respectively)	$	781,985	$	68,100
Affiliate Investments, at fair value (amortized cost of $ 58,628 and $ 0 , respectively)	57,151		—
Non-Affiliate Investments, at fair value (amortized cost of $ 2,993,320 and $ 700,985 , respectively)	2,966,123		688,045
Investments, at fair value (amortized cost of $ 3,848,487 and $ 769,035 , respectively)	3,805,259		756,145
Cash and cash equivalents	135,387		48,541
Restricted cash	18,279		6,681

Interest and dividends receivable	54,183		8,166
Receivable for unsettled trades	8,598		422

Prepaid expenses and other assets	6,037		3,396
Due from broker	7,690		8,336
Total assets	$	4,035,433	$	831,687

Liabilities:
Debt (net of deferred financing costs of $ 5,739 and $ 2,082 , respectively)	$	1,895,460	$	319,918

Secured borrowings	30,758		33,344
Stockholder distributions payable	—		13
Management fees payable	14,627		1,066
Incentive fees on income payable	9,229		—
Accounts payable and accrued expenses	26,714		4,167

Interest and debt fees payable	33,160		6,936
Directors' fees payable	28		175

Other liabilities	1,107		551
Total liabilities	2,011,083		366,170
Commitments and Contingencies (Note 6)

Redeemable convertible preferred stock Series A, $ 0.001 par value, 50,000,000 shares authorized; 77,500 issued and outstanding at September 30, 2024 and December 31, 2023, respectively	77,412		77,398
Net Assets attributable to common stock:
Common stock, $ 0.001 par value, 450,000,000 shares authorized; 134,793,079 issued and outstanding at September 30, 2024, and 26,080,389 issued and outstanding at December 31, 2023	135		26
Additional paid in capital	1,975,445		400,332
Total distributable earnings (loss)	( 28,642 )		( 12,239 )
Total net assets attributable to common stock	1,946,938		388,119
Total liabilities, redeemable convertible preferred stock, and net assets attributable to common stock	$	4,035,433	$	831,687

Net asset value per share attributable to common stock	$	14.44	$	14.88

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share data)

(Unaudited)


	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Investment income:
From control investments:
Interest income	$	6,241	$	1,154	$	24,806	$	3,252
Dividend income	14,638		675		39,241		2,025
Fee and other income	—		2		—		5
Total investment income from control investments	20,879		1,831		64,047		5,282
From affiliate investments:
Interest income	1,352		—		4,239		—
Dividend income	—		—		200		—
Fee and other income	—		—		1		—
Total investment income from affiliate investments	1,352		—		4,440		—
From non-affiliate investments:
Interest income	82,636		21,180		234,678		62,655
Dividend income	34		34		101		101
Fee and other income	148		513		850		1,375
Total investment income from non-affiliate investments	82,818		21,727		235,629		64,131
Interest from cash and cash equivalents	1,135		732		3,243		1,145
Total investment income	106,184		24,290		307,359		70,558
Operating expenses:
Management fees	14,613		1,079		38,931		3,122

Incentive fee on income	8,820		2,109		26,843		5,963

Interest and debt fees	33,166		7,842		84,377		23,445
Professional fees	2,079		493		5,887		1,516
Other general and administrative	1,755		413		4,872		1,325

Administrative services	222		48		692		197
Directors' fees	255		296		854		719
Total expenses before incentive fee waiver	60,910		12,280		162,456		36,287
Incentive fee waiver	—		( 2,109 )		—		( 5,963 )
Expenses, net of incentive fee waiver	60,910		10,171		162,456		30,324
Net investment income (loss) before income taxes	45,274		14,119		144,903		40,234
Income tax expense, including excise tax	869		50		2,084		468

Net investment income (loss)	44,405		14,069		142,819		39,766

Realized and unrealized gain (loss):
Net realized gain (loss)
Control investments	( 3 )		—		( 6 )		—
Affiliate investments	195		—		557		—
Non-affiliate investments	( 22,859 )		( 211 )		( 21,685 )		( 341 )


Total net realized gain (loss)	( 22,667 )		( 211 )		( 21,134 )		( 341 )

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share data)

(Unaudited)


	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Net change in unrealized appreciation (depreciation) on investments
Control investments	( 3,588 )		( 2 )		( 14,604 )		( 11 )
Affiliate investments	839		—		( 1,477 )		—
Non-affiliate investments	12,197		1,150		( 14,257 )		( 1,785 )
Net change in deferred taxes	( 638 )		( 6 )		( 1,667 )		( 521 )
Total net change in unrealized appreciation (depreciation) on investments	8,810		1,142		( 32,005 )		( 2,317 )


Net realized and unrealized gain (loss)	( 13,857 )		931		( 53,139 )		( 2,658 )

Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities	$	30,548	$	15,000	$	89,680	$	37,108
Accretion to redemption value of Series A redeemable convertible preferred stock	( 5 )		( 5 )		( 14 )		( 12 )
Accrual of Series A redeemable convertible preferred stock distributions	( 1,686 )		( 2,197 )		( 5,570 )		( 5,417 )
Net increase (decrease) in net assets resulting from operations attributable to common stockholders	$	28,857	$	12,798	$	84,096	$	31,679

Per share information
Net investment income (loss)	$	0.33	$	0.55	$	1.14	$	1.57
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities	$	0.23	$	0.58	$	0.71	$	1.47
Basic and diluted earnings (loss) per share	$	0.21	$	0.49	$	0.67	$	1.21
Weighted average common shares outstanding	134,566,059		25,739,135		125,686,310		25,288,074

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(dollars in thousands, except share and per share data)

(Unaudited)


	For the nine months ended September 30,
	2024		2023
Operations:
Net investment income (loss)	$	142,819	$	39,766
Net realized gain (loss) from investments	( 21,134 )		( 341 )

Net change in unrealized appreciation (depreciation) on investments	( 30,338 )		( 1,796 )
Net change in deferred taxes	( 1,667 )		( 521 )

Accretion to redemption value of Series A redeemable convertible preferred stock	( 14 )		( 12 )
Accrual of Series A redeemable convertible preferred stock distributions	( 5,570 )		( 5,417 )
Net increase (decrease) in net assets resulting from operations attributable to common stockholders	84,096		31,679
Stockholder distributions:
Common stockholder distributions	( 100,499 )		( 32,458 )
Net decrease in net assets attributable to common stock from stockholder distributions	( 100,499 )		( 32,458 )
Capital share transactions:
Issuance of common stock, net of issuance costs	900		9,718
Issuance of common stock in connection with the Mergers	1,594,261		—

Reinvestment of common stockholder distributions	23,078		9,210
Repurchases of common stock	( 43,017 )		—
Net increase in net assets attributable to common stock from capital share transactions	1,575,222		18,928
Total increase (decrease) in net assets attributable to common stock	1,558,819		18,149
Net assets at beginning of period attributable to common stock	388,119		372,421
Net assets at end of period attributable to common stock	$	1,946,938	$	390,570

Net asset value per share attributable to common stock	$	14.44	$	15.10
Common shares outstanding at end of period	134,793,079		25,862,766

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands, except share and per share data)

(Unaudited)


	For the nine months ended September 30,
	2024		2023
Operating activities
Net increase (decrease) in net assets resulting from operations attributable to participating securities	$	89,680	$	37,108
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Payment-in-kind interest income	( 14,440 )		( 2,043 )
Net accretion of discount on investments	( 18,687 )		( 1,351 )
Amortization of deferred financing costs	897		851

Amortization of discount on unsecured notes	260		—

Sales and repayments of investments	532,515		71,019
Purchases of investments	( 785,784 )		( 46,408 )

Net realized (gain) loss from investments	21,134		341


Net change in unrealized (appreciation) depreciation on investments	30,338		1,796
(Increase) decrease in operating assets:
Interest and dividend receivable	( 4,994 )		( 2,856 )
Receivable for unsettled trades	( 6,686 )		( 9,807 )
Prepaid expenses and other assets	3,431		( 1,270 )
Due from broker	647		( 8,336 )
Cash received in the Mergers	58,478		—
(Increase) decrease in operating liabilities:
Management fees payable	10,884		72
Incentive fee on income payable	6,099		—
Accounts payable and accrued expenses	( 4,345 )		3,097

Interest and debt fees payable	18,245		4,869

Directors' fees payable	( 397 )		158
Other liabilities	550		( 196 )
Net cash provided by (used in) operating activities	( 62,175 )		47,044

Financing activities
Repayments on secured borrowings	( 2,586 )		33,344
Proceeds from issuance of shares of common stock	900		9,922
Proceeds from issuance of shares of preferred stock	—		41,353

Repurchase of common stock	( 43,017 )		—
Proceeds from debt	801,724		32,000
Payments on debt	( 508,974 )		( 70,400 )
Proceeds from short-term borrowings	—		68,583
Repayments on short-term borrowings	—		( 89,375 )
Payments of financing costs	( 4,424 )		—
Common stockholder distributions	( 77,434 )		( 23,268 )
Preferred stockholder distributions	( 5,570 )		( 5,417 )
Net cash provided by (used in) financing activities	160,619		( 3,258 )

Net increase (decrease) in cash, cash equivalents and restricted cash	98,444		43,786

Cash, cash equivalents and restricted cash, beginning of period	55,222		26,239
Cash, cash equivalents and restricted cash, end of period	$	153,666	$	70,025

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands, except share and per share data)

(Unaudited)


	For the nine months ended September 30,
Supplemental information:	2024		2023
Interest and non-usage fees paid during the period	$	63,742	$	17,306
Taxes, including excise tax, paid during the period	$	4,327	$	325
Distributions reinvested during the period	$	23,078	$	9,210
Issuance of shares in connection with Mergers (1)	$	1,594,261	$	—

(1) On January 24, 2024, in connection with the Mergers (as defined in Note 1 – Organization ), the Company acquired net assets of $ 1,594.3 million for the total stock consideration of $ 1,598.9 million, inclusive of $ 4.6 million of transaction costs. For further details, refer to Note 17 – Merger with FBLC .


	As of September 30,
	2024		2023
Cash and cash equivalents	$	135,387	$	70,025
Restricted cash	18,279		—
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	153,666	$	70,025

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Senior Secured First Lien Debt - 143.8 % (d)
1236904 BC, Ltd. (e) (n) (p)	Software/Services		S+ 7.50 % ( 12.46 %), 3/4/2027	$	14,624	$	14,727	$	14,846	0.8	%
1236904 BC, Ltd. (e) (p) (q)	Software/Services		S+ 5.50 % ( 11.01 %), 3/4/2027	18,079		17,626		17,483		0.9	%
ADCS Clinics Intermediate Holdings, LLC (e) (n)	Healthcare		S+ 6.25 % ( 11.61 %), 5/7/2027	3,904		3,865		3,875		0.2	%
ADCS Clinics Intermediate Holdings, LLC (e)	Healthcare		S+ 6.25 % ( 11.66 %), 5/7/2027	125		124		124		0.0	%
ADCS Clinics Intermediate Holdings, LLC (e) (h)	Healthcare		S+ 6.25 % ( 10.68 %), 5/7/2026	154		150		141		0.0	%
ADCS Clinics Intermediate Holdings, LLC (e) (n) (p)	Healthcare		S+ 6.25 % ( 11.66 %), 5/7/2027	19,045		18,862		18,902		1.0	%
Adelaide Borrower, LLC (e) (h)	Software/Services		S+ 6.76 %, 3.38 % PIK, 5/8/2030	—		( 78 )		( 149 )		0.0	%
Adelaide Borrower, LLC (e) (h)	Software/Services		S+ 6.76 %, 3.38 % PIK, 5/8/2030	—		( 93 )		( 93 )		0.0	%
Adelaide Borrower, LLC (e) (n) (p) (q)	Software/Services		S+ 6.76 % ( 11.35 %) 3.38 % PIK, 5/8/2030	35,284		34,599		34,624		1.8	%
Alera Group Intermediate Holdings, Inc. (e) (n)	Financials		S+ 5.25 % ( 10.10 %). 10/2/2028	8,631		8,597		8,631		0.4	%
Alera Group Intermediate Holdings, Inc. (e) (h)	Financials		S+ 5.75 % ( 10.60 %), 10/2/2028	1,510		1,503		1,510		0.1	%
Alera Group Intermediate Holdings, Inc. (e) (n)	Financials		S+ 5.25 % ( 10.20 %), 10/2/2028	17,311		17,240		17,311		0.9	%
American Rock Salt Company, LLC (n)	Chemicals		S+ 4.00 % ( 9.32 %), 6/9/2028	2,003		2,000		1,639		0.1	%
Arch Global Precision, LLC (e)	Industrials		S+ 4.75 % ( 9.44 %), 4/1/2026	2,314		2,317		2,314		0.1	%
Arch Global Precision, LLC (e) (h)	Industrials		S+ 4.75 % ( 9.45 %), 4/1/2025	932		933		932		0.0	%
Arch Global Precision, LLC (e) (p) (q)	Industrials		S+ 4.75 % ( 9.44 %), 4/1/2026	7,345		7,353		7,345		0.4	%
Arctic Holdco, LLC (e) (h)	Paper & Packaging		S+ 6.00 % ( 10.95 %), 12/23/2026	3,240		3,231		3,240		0.2	%
Arctic Holdco, LLC (e) (p) (q)	Paper & Packaging		S+ 6.00 % ( 10.95 %), 12/23/2026	59,565		58,921		59,565		3.1	%
Armada Parent, Inc. (e) (n)	Industrials		S+ 5.75 % ( 10.91 %), 10/29/2027	63,733		62,970		63,733		3.3	%
Armada Parent, Inc. (e) (h) (n)	Industrials		S+ 5.75 % ( 10.91 %), 10/29/2027	3,211		3,168		3,211		0.2	%
Armada Parent, Inc. (e) (h)	Industrials		S+ 5.75 %, 10/29/2027	—		( 25 )		—		—	%
Artifact Bidco, Inc. (e) (h)	Software/Services		S+ 4.50 %, 7/28/2031	—		( 13 )		( 26 )		0.0	%
Artifact Bidco, Inc. (e) (h)	Software/Services		S+ 4.50 %, 7/26/2030	—		( 18 )		( 18 )		0.0	%
Artifact Bidco, Inc. (e) (n) (p) (q)	Software/Services		S+ 4.50 % ( 9.10 %), 7/28/2031	10,875		10,770		10,770		0.6	%
AuditBoard, Inc. (e)	Software/Services		S+ 4.75 % ( 9.35 %), 7/12/2031	22,887		22,660		22,665		1.2	%
AuditBoard, Inc. (e) (h)	Software/Services		S+ 4.75 %, 7/12/2031	—		( 53 )		( 106 )		0.0	%
AuditBoard, Inc. (e) (h)	Software/Services		S+ 4.75 %, 7/12/2031	—		( 42 )		( 42 )		0.0	%
Avalara, Inc. (e) (n)	Software/Services		S+ 6.25 % ( 10.85 %), 10/19/2028	60,192		59,212		60,192		3.1	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Avalara, Inc. (e) (h)	Software/Services		S+ 6.25 %, 10/19/2028	$	—	$	( 33 )	$	—	—	%
Aventine Holdings, LLC (e) (n)	Media/Entertainment		S+ 6.00 % ( 10.70 %) 4.00 % PIK, 6/18/2027	16,205		16,053		15,993		0.8	%
Aventine Holdings, LLC (e) (n) (q)	Media/Entertainment		S+ 6.00 % ( 10.70 %) 4.00 % PIK, 6/18/2027	40,935		40,538		40,398		2.1	%
Axiom Global, Inc. (n) (p) (q)	Business Services		S+ 4.75 % ( 10.11 %), 10/2/2028	47,250		47,009		45,714		2.3	%
Azurite Intermediate Holdings, Inc. (e)	Software/Services		S+ 6.50 % ( 11.35 %), 3/19/2031	9,961		9,817		9,961		0.5	%
Azurite Intermediate Holdings, Inc. (e) (h)	Software/Services		S+ 6.50 %, 3/19/2031	—		( 50 )		—		—	%
Azurite Intermediate Holdings, Inc. (e) (h)	Software/Services		S+ 6.50 % ( 11.35 %), 3/19/2031	14,489		14,223		14,489		0.7	%
BCPE Oceandrive Buyer, Inc. (e) (n)	Healthcare		S+ 6.25 % ( 11.60 %), 3.00 % PIK 12/29/2028	2,623		2,552		2,201		0.1	%
BCPE Oceandrive Buyer, Inc. (e)	Healthcare		S+ 6.00 % ( 11.21 %), 12/30/2026	4,984		4,846		4,182		0.2	%
BCPE Oceandrive Buyer, Inc. (e) (n) (q)	Healthcare		S+ 6.25 % ( 11.60 %), 3.00 % PIK 12/29/2028	5,163		5,002		4,333		0.2	%
BCPE Oceandrive Buyer, Inc. (e) (n) (q)	Healthcare		S+ 6.25 % ( 11.60 %), 3.00 % PIK 12/29/2028	30,982		30,032		25,997		1.3	%
Bingo Group Buyer, Inc. (e) (h)	Utilities		S+ 5.00 %, 7/10/2031	—		( 11 )		( 21 )		0.0	%
Bingo Group Buyer, Inc. (e) (h)	Utilities		S+ 5.00 % ( 9.60 %), 7/10/2031	20		12		12		0.0	%
Bingo Group Buyer, Inc. (e) (n) (p) (q)	Utilities		S+ 5.00 % ( 9.60 %), 7/10/2031	5,478		5,410		5,412		0.3	%
Capstone Logistics (e) (p)	Transportation		S+ 4.50 % ( 9.45 %), 11/13/2029	20,810		20,827		20,810		1.1	%
Center Phase Energy, LLC (e) (h)	Utilities		S+ 6.00 % ( 11.06 %), 6/23/2027	3,846		3,775		3,764		0.2	%
Center Phase Energy, LLC (e) (n)	Utilities		S+ 6.50 % ( 11.00 %), 6/23/2027	10,305		10,186		10,177		0.5	%
Cold Spring Brewing, Co. (e) (p) (q)	Food & Beverage		S+ 4.75 % ( 9.60 %), 12/19/2025	5,722		5,728		5,722		0.3	%
Communication Technology Intermediate, LLC (e) (h)	Business Services		S+ 5.50 % ( 10.35 %), 5/5/2027	1,188		1,179		1,188		0.1	%
Communication Technology Intermediate, LLC (e) (n) (p)	Business Services		S+ 5.50 % ( 10.35 %), 5/5/2027	24,994		24,908		24,994		1.3	%
Communication Technology Intermediate, LLC (e) (n) (p)	Business Services		S+ 5.50 % ( 10.35 %), 5/5/2027	24,603		24,368		24,603		1.3	%
Communication Technology Intermediate, LLC (e) (n) (q)	Business Services		S+ 5.50 % ( 10.35 %), 5/5/2027	8,694		8,677		8,694		0.4	%
Corfin Industries, LLC (e)	Industrials		S+ 5.25 % ( 10.61 %), 12/27/2027	1,570		1,572		1,570		0.1	%
Corfin Industries, LLC (e)	Industrials		S+ 5.25 % ( 10.61 %), 12/27/2027	9,556		9,570		9,556		0.5	%
Corfin Industries, LLC (e) (p) (q)	Industrials		S+ 5.25 % ( 10.61 %), 2/5/2026	16,059		16,079		16,059		0.8	%
Cornerstone Chemical, Co. (b) (e)	Chemicals	1/24/2024	10.25 %, 2.00 % PIK, 9/1/2027	1,262		433		884		0.0	%
Coronis Health, LLC (e) (j)	Healthcare		S+ 6.25 % ( 11.37 %), 7/28/2028	2,001		1,928		801		0.0	%
Coronis Health, LLC (e) (j) (n)	Healthcare		S+ 6.25 % ( 11.50 %), 7/27/2029	24,771		23,606		9,908		0.5	%
Demakes Borrower, LLC (e) (h)	Food & Beverage		S+ 6.25 %, 12/12/2029	—		( 14 )		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Demakes Borrower, LLC (e) (n) (p)	Food & Beverage		S+ 6.25 % ( 11.55 %), 12/12/2029	$	17,801	$	17,423	$	17,801	0.9	%
Division Holding Corp. (n)	Business Services		S+ 4.75 % ( 9.71 %), 5/26/2028	3,413		3,390		3,405		0.2	%
Dynagrid Holdings, LLC (e) (h)	Utilities		S+ 5.50 % ( 10.71 %), 12/18/2025	905		905		905		0.0	%
Dynagrid Holdings, LLC (e) (p)	Utilities		S+ 5.50 % ( 10.25 %), 12/18/2025	3,643		3,647		3,643		0.2	%
Dynagrid Holdings, LLC (e) (p) (q)	Utilities		S+ 5.50 % ( 10.25 %), 12/18/2025	8,897		8,905		8,897		0.5	%
Dynagrid Holdings, LLC (e) (p) (q)	Utilities		S+ 5.50 % ( 10.25 %), 12/18/2025	3,102		3,050		3,102		0.2	%
Dynagrid Holdings, LLC (e) (q)	Utilities		S+ 5.50 % ( 10.25 %), 12/18/2025	13,266		13,279		13,266		0.7	%
Eliassen Group, LLC (e) (n)	Business Services		S+ 5.75 % ( 11.00 %), 4/14/2028	1,361		1,358		1,361		0.1	%
Eliassen Group, LLC (e) (n) (q)	Business Services		S+ 5.75 % ( 10.35 %), 4/14/2028	17,019		16,911		17,019		0.9	%
Faraday Buyer, LLC (e) (n)	Utilities		S+ 6.00 % ( 10.60 %), 10/11/2028	41,326		41,326		40,644		2.1	%
Faraday Buyer, LLC (e) (h)	Utilities		S+ 6.00 %, 10/11/2028	—		( 15 )		( 92 )		0.0	%
Faraday Buyer, LLC (e) (n) (p)	Utilities		S+ 6.00 % ( 10.60 %), 10/11/2028	8,755		8,615		8,611		0.4	%
FGT Purchaser, LLC (e)	Consumer		S+ 5.50 % ( 10.20 %), 9/13/2027	3,120		3,112		3,120		0.2	%
FGT Purchaser, LLC (e) (n) (p)	Consumer		S+ 5.50 % ( 10.20 %), 9/13/2027	30,343		30,248		30,343		1.6	%
Florida Food Products, LLC (e) (n)	Food & Beverage		S+ 5.00 % ( 9.96 %), 10/18/2028	12,113		11,956		10,630		0.5	%
Foresight Energy Operating, LLC (e)	Energy		S+ 8.00 % (, 12.70 %) 6/30/2027	1,054		1,055		1,054		0.1	%
FR Flow Control Luxco 1 SARL (e) (n)	Industrials		S+ 5.50 % ( 10.37 %), 6/28/2026	4,383		4,359		4,383		0.2	%
Galway Borrower, LLC (e) (h)	Financials		S+ 4.50 %, 9/29/2028	—		( 19 )		—		—	%
Galway Borrower, LLC (e) (h)	Financials		S+ 4.50 % ( 9.14 %), 9/29/2028	872		858		872		0.0	%
Galway Borrower, LLC (e) (n) (p)	Financials		S+ 4.50 % ( 9.10 %), 9/29/2028	38,639		38,526		38,639		2.0	%
Gogo Intermediate Holdings, LLC (a) (h)	Telecom		S+ 3.75 %, 4/30/2026	—		—		( 138 )		0.0	%
Green Energy Partners/Stonewall, LLC (e) (n)	Utilities		S+ 6.00 % ( 10.87 %), 11/12/2026	14,562		14,531		14,562		0.7	%
Ground Penetrating Radar Systems, LLC (e) (h)	Business Services		S+ 5.50 %, 4/2/2031	—		( 14 )		( 27 )		0.0	%
Ground Penetrating Radar Systems, LLC (e) (h)	Business Services		P+ 4.50 % ( 12.50 %), 4/2/2031	158		143		143		0.0	%
Ground Penetrating Radar Systems, LLC (e) (n) (p) (q)	Business Services		S+ 5.50 % ( 10.82 %), 4/2/2031	8,272		8,153		8,157		0.4	%
HealthEdge Software, Inc. (e) (h)	Healthcare		S+ 4.75 %, 7/16/2031	—		( 46 )		( 93 )		0.0	%
HealthEdge Software, Inc. (e) (h)	Healthcare		S+ 4.75 %, 7/16/2031	—		( 28 )		( 28 )		0.0	%
HealthEdge Software, Inc. (e) (n) (p) (q)	Healthcare		S+ 4.75 % ( 9.85 %), 7/16/2031	21,684		21,469		21,474		1.1	%
Hospice Care Buyer, Inc. (e)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	2,159		2,121		2,131		0.1	%
Hospice Care Buyer, Inc. (e)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	4,673		4,592		4,612		0.2	%
Hospice Care Buyer, Inc. (e) (h)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	1,015		1,004		978		0.1	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Hospice Care Buyer, Inc. (e) (p)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	$	3,572	$	3,509	$	3,526	0.2	%
Hospice Care Buyer, Inc. (e) (p)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	25,138		24,704		24,811		1.3	%
Hospice Care Buyer, Inc. (e) (p)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	8,505		8,354		8,395		0.4	%
Hospice Care Buyer, Inc. (e) (p)	Healthcare		S+ 6.50 % ( 10.99 %), 12/9/2026	6,525		6,406		6,440		0.3	%
ICR Operations, LLC (e)	Business Services		S+ 5.25 % ( 10.00 %), 11/22/2028	41,292		40,728		41,292		2.1	%
ICR Operations, LLC (e)	Business Services		S+ 5.25 % ( 10.00 %), 11/22/2028	2,243		2,213		2,243		0.1	%
ICR Operations, LLC (e) (h)	Business Services		S+ 5.25 % ( 10.00 %), 11/22/2027	3,012		2,964		3,012		0.2	%
Ideal Tridon Holdings, Inc. (e) (h)	Industrials		S+ 6.75 %, 4/5/2028	—		—		7		0.0	%
Ideal Tridon Holdings, Inc. (e) (p) (q)	Industrials		S+ 6.75 % ( 12.07 %), 4/5/2028	29,864		29,250		29,938		1.5	%
IG Investments Holdings, LLC (e) (h)	Business Services		S+ 6.00 %, 9/22/2027	—		( 27 )		—		—	%
IG Investments Holdings, LLC (e) (n) (p)	Business Services		S+ 6.00 % ( 11.35 %), 9/22/2028	25,192		24,977		25,192		1.3	%
IG Investments Holdings, LLC (e) (n) (p)	Business Services		S+ 6.00 % ( 11.35 %), 9/22/2028	454		451		454		0.0	%
IG Investments Holdings, LLC (e) (n) (p)	Business Services		S+ 6.00 % ( 11.25 %), 9/22/2028	617		612		617		0.0	%
Indigo Buyer, Inc. (e) (n)	Paper & Packaging		S+ 5.25 % ( 10.60 %), 5/23/2028	11,400		11,235		11,286		0.6	%
Indigo Buyer, Inc. (e) (n)	Paper & Packaging		S+ 6.25 % ( 11.60 %), 5/23/2028	12,693		12,525		12,693		0.7	%
Indigo Buyer, Inc. (e)	Paper & Packaging		S+ 6.25 % ( 11.60 %), 5/23/2028	7,882		7,776		7,882		0.4	%
Indigo Buyer, Inc. (e) (n)	Paper & Packaging		S+ 6.25 % ( 11.41 %), 5/23/2028	29,676		29,284		29,676		1.5	%
Indigo Buyer, Inc. (e) (h)	Paper & Packaging		S+ 5.25 %, 5/23/2028	—		( 82 )		( 114 )		0.0	%
Indigo Buyer, Inc. (e) (h)	Paper & Packaging		S+ 6.25 %, 5/23/2028	—		( 36 )		—		—	%
Integrated Efficiency Solutions, Inc. (e) (h) (m)	Industrials		7.50 %, 12/31/2025	210		210		210		0.0	%
Integrated Efficiency Solutions, Inc. (e) (m)	Industrials		7.50 %, 12/31/2025	1,396		1,398		1,396		0.1	%
Integrated Global Services, Inc. (e) (q)	Industrials		S+ 6.00 % ( 11.21 %), 2/4/2026	10,611		10,623		10,611		0.5	%
International Cruise & Excursions, Inc. (e) (q)	Business Services		S+ 5.35 % ( 10.05 %), 6/6/2025	4,762		4,650		2,857		0.1	%
IQN Holding Corp. (e) (h)	Software/Services		S+ 5.25 % ( 10.31 %), 5/2/2028	355		351		355		0.0	%
IQN Holding Corp. (e) (n) (q)	Software/Services		S+ 5.25 % ( 10.31 %), 5/2/2029	17,228		17,122		17,228		0.9	%
J&K Ingredients, LLC (e) (n) (p)	Food & Beverage		S+ 6.50 % ( 11.10 %), 11/16/2028	12,375		12,125		12,375		0.6	%
Kissner Milling Co., Ltd. (b) (n)	Industrials	4/16/2021	4.88 %, 5/1/2028	5,258		5,065		5,063		0.3	%
Knowledge Pro Buyer, Inc. (e) (h) (n)	Business Services		S+ 5.00 % ( 9.95 %), 12/10/2027	16,504		16,379		16,504		0.8	%
Knowledge Pro Buyer, Inc. (e) (h)	Business Services		P+ 4.00 % ( 12.00 %), 12/10/2027	883		872		883		0.0	%
Knowledge Pro Buyer, Inc. (e) (n) (q)	Business Services		S+ 5.00 % ( 9.95 %), 12/10/2027	35,042		34,944		35,042		1.8	%
Labrie Environmental Group, LLC (a) (e)	Industrials		S+ 5.50 % ( 10.45 %), 9/1/2026	21,951		21,310		21,951		1.1	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Lakeland Tours, LLC (e) (j) (p) (q)	Education		8.00 %, 9/25/2027	$	6,118	$	4,765	$	2,141	0.1	%
Liquid Tech Solutions Holdings, LLC (e) (n)	Industrials		S+ 4.75 % ( 9.71 %), 3/20/2028	5,356		5,340		5,356		0.3	%
LSF12 Donnelly Bidco, LLC (e) (n) (p)	Industrials		S+ 6.50 % ( 11.35 %), 10/2/2029	18,978		18,588		18,978		1.0	%
Mandrake Bidco, Inc. (e) (h)	Industrials		S+ 4.75 %, 8/20/2031	—		( 99 )		( 99 )		0.0	%
Mandrake Bidco, Inc. (e) (n) (p) (q)	Industrials		S+ 4.75 % ( 9.60 %), 8/20/2031	63,133		62,507		62,514		3.2	%
Manna Pro Products, LLC (e)	Consumer		S+ 6.00 % ( 10.95 %), 12/10/2026	3,925		3,806		3,454		0.2	%
Manna Pro Products, LLC (e) (h)	Consumer		S+ 6.00 % ( 10.95 %), 12/10/2026	2,638		2,582		2,314		0.1	%
Manna Pro Products, LLC (e) (q)	Consumer		S+ 6.00 % ( 10.95 %), 12/10/2026	1,871		1,814		1,647		0.1	%
Manna Pro Products, LLC (e) (q)	Consumer		S+ 6.00 % ( 10.95 %), 12/10/2026	6,730		6,526		5,922		0.3	%
Manna Pro Products, LLC (e) (q)	Consumer		S+ 6.00 % ( 10.95 %), 12/10/2026	23,734		23,015		20,886		1.1	%
McDonald Worley, P.C. (e) (j)	Business Services		26.00 % PIK, 12/31/2024	19,911		12,255		12,864		0.7	%
Mckissock Investment Holdings, LLC (n) (p)	Education		S+ 5.00 % ( 9.96 %), 3/12/2029	3,846		3,820		3,841		0.2	%
MCS Acquisition Corp. (e)	Business Services		S+ 6.00 % ( 11.58 %), 10/2/2025	758		759		758		0.0	%
Medical Depot Holdings, Inc. (e)	Healthcare		S+ 10.00 % ( 14.70 %), 9.00 % PIK 6/1/2025	4,082		4,085		4,082		0.2	%
Medical Depot Holdings, Inc. (e) (p) (q)	Healthcare		S+ 9.50 % ( 14.20 %), 4.00 % PIK 6/1/2025	21,470		20,649		21,470		1.1	%
Medical Management Resource Group, LLC (e) (n)	Healthcare		S+ 6.00 % ( 10.70 %), 9/30/2027	9,430		9,332		9,303		0.5	%
Medical Management Resource Group, LLC (e) (h)	Healthcare		S+ 6.00 % ( 10.74 %), 9/30/2026	1,080		1,068		1,052		0.1	%
Medical Management Resource Group, LLC (e) (n) (p)	Healthcare		S+ 6.00 % ( 10.70 %), 9/30/2027	22,832		22,592		22,524		1.2	%
MGTF Radio Company, LLC (e) (l)	Media/Entertainment		S+ 6.00 % ( 10.60 %), 4/1/2025	44,646		44,466		31,408		1.6	%
Midwest Can Company, LLC (e) (p) (q)	Paper & Packaging		S+ 6.00 % ( 10.85 %), 3/2/2026	30,505		30,516		30,505		1.6	%
Miller Environmental Group, Inc. (e) (h)	Business Services		S+ 4.75 %, 9/6/2031	—		( 36 )		( 146 )		0.0	%
Miller Environmental Group, Inc. (e) (h)	Business Services		S+ 4.75 %, 9/6/2031	—		( 18 )		( 73 )		0.0	%
Miller Environmental Group, Inc. (e) (h)	Business Services		S+ 4.75 %, 9/6/2031	—		( 36 )		( 73 )		0.0	%
Miller Environmental Group, Inc. (e) (n) (p) (q)	Business Services		S+ 4.75 % ( 9.35 %), 9/10/2031	17,591		17,461		17,329		0.9	%
Mirra-Primeaccess Holdings, LLC (e) (n)	Healthcare		S+ 6.50 % ( 11.46 %), 7/29/2026	68,977		68,819		68,977		3.5	%
Mirra-Primeaccess Holdings, LLC (e) (h)	Healthcare		S+ 6.50 % ( 11.46 %), 7/29/2026	8,442		8,418		8,442		0.4	%
MRI Software, LLC (e) (h)	Software/Services		S+ 4.75 % ( 9.35 %), 2/10/2027	2,209		2,155		2,123		0.1	%
Muth Mirror Systems, LLC (e)	Technology		11.00 %, 4.00 % PIK 4/23/2025	1,341		1,237		1,207		0.1	%
Muth Mirror Systems, LLC (e) (p) (q)	Technology		11.00 %, 4.00 % PIK 4/23/2025	14,726		14,195		13,254		0.7	%
New Star Metals, Inc. (e) (p) (q)	Industrials		S+ 5.00 % ( 9.85 %), 1/9/2026	30,200		29,316		28,838		1.5	%
Norvax, LLC (e) (h)	Business Services		S+ 6.50 % ( 11.70 %), 6/30/2025	260		260		260		0.0	%
Odessa Technologies, Inc. (e) (h)	Software/Services		S+ 5.50 %, 10/19/2027	—		( 17 )		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Odessa Technologies, Inc. (e) (n) (p)	Software/Services		S+ 5.50 % ( 10.45 %), 10/19/2027	$	20,498	$	20,440	$	20,498	1.1	%
ORG GC Holdings, LLC (e) (m)	Business Services		S+ 6.50 % ( 11.37 %), 11/29/2026	10,111		10,128		10,111		0.5	%
PetVet Care Centers, LLC (e) (h)	Healthcare		S+ 6.00 %, 11/15/2030	—		( 9 )		( 71 )		0.0	%
PetVet Care Centers, LLC (e) (h)	Healthcare		S+ 6.00 %, 11/15/2029	—		( 18 )		( 71 )		0.0	%
PetVet Care Centers, LLC (e) (n) (p) (q)	Healthcare		S+ 6.00 % ( 10.85 %), 11/15/2030	30,682		30,153		30,145		1.5	%
Pie Buyer, Inc. (e) (n)	Food & Beverage		S+ 5.50 % ( 11.01 %), 2.50 % PIK 4/5/2027	2,204		2,201		2,160		0.1	%
Pie Buyer, Inc. (e) (n)	Food & Beverage		S+ 5.50 % ( 11.01 %), 2.50 % PIK 4/5/2027	8,512		8,487		8,342		0.4	%
Pie Buyer, Inc. (e) (h)	Food & Beverage		S+ 5.50 % ( 10.04 %), 4/6/2026	1,721		1,715		1,669		0.1	%
Pie Buyer, Inc. (e) (n) (q)	Food & Beverage		S+ 5.50 % ( 10.84 %), 2.50 % PIK 4/5/2027	2,870		2,861		2,813		0.1	%
Pie Buyer, Inc. (e) (n) (q)	Food & Beverage		S+ 5.50 % ( 11.01 %), 4/5/2027	39,328		39,208		38,542		2.0	%
PlayPower, Inc. (e) (h)	Industrials		S+ 5.25 %, 8/28/2030	—		( 39 )		( 39 )		0.0	%
PlayPower, Inc. (e) (n) (p) (q)	Industrials		S+ 5.25 % ( 9.85 %), 8/28/2030	17,304		17,047		17,048		0.9	%
Pluralsight, LLC (e) (m)	Software/Services		S+ 4.50 % ( 9.62 %), 1.50 % PIK 8/22/2029	4,534		4,534		4,534		0.2	%
Pluralsight, LLC (e) (m)	Software/Services		S+ 7.50 % ( 12.62 %), 8/22/2029	6,801		6,801		6,801		0.3	%
Pluralsight, LLC (e) (m)	Software/Services		S+ 4.50 % ( 9.62 %), 1.50 % PIK 8/22/2029	2,303		2,303		2,303		0.1	%
Pluto Acquisition I, Inc.	Healthcare		S+ 5.50 % ( 10.35 %), 6/20/2028	3,304		3,304		3,337		0.2	%
Point Broadband Acquisition, LLC (e) (n)	Telecom		S+ 5.50 % ( 10.43 %), 10/2/2028	11,592		11,544		11,592		0.6	%
Point Broadband Acquisition, LLC (e) (n) (p)	Telecom		S+ 5.50 % ( 10.82 %), 10/2/2028	27,502		27,376		27,502		1.4	%
Premiere Global Services, Inc. (e) (h) (j)	Telecom		P+ 5.50 % ( 13.50 %), 4/7/2023	969		146		( 73 )		0.0	%
Premiere Global Services, Inc. (e) (j)	Telecom		P+ 5.50 % ( 13.50 %), 6/8/2023	5,024		—		—		—	%
PSKW, LLC (e) (p) (q)	Healthcare		S+ 6.25 % ( 11.20 %), 3/9/2026	28,650		28,678		28,650		1.5	%
Questex, Inc. (e) (h)	Media/Entertainment		S+ 5.50 %, 5/15/2029	—		( 36 )		( 36 )		0.0	%
Questex, Inc. (e) (n) (p) (q)	Media/Entertainment		S+ 5.50 % ( 10.79 %), 5/15/2029	15,139		14,844		14,859		0.8	%
Reagent Chemical and Research, LLC (e) (h)	Chemicals		S+ 5.25 %, 4/30/2030	—		( 139 )		( 141 )		0.0	%
Reagent Chemical and Research, LLC (e) (n) (p) (q)	Chemicals		S+ 5.25 % ( 10.10 %), 4/30/2031	56,679		55,599		55,614		2.8	%
Relativity Oda, LLC (e) (n) (q)	Software/Services		S+ 4.50 % ( 9.46 %), 5/12/2029	7,717		7,693		7,717		0.4	%
REP TEC Intermediate Holdings, Inc. (e) (p) (q)	Software/Services		S+ 5.75 % ( 10.35 %), 6/19/2025	2,018		1,982		2,018		0.1	%
REP TEC Intermediate Holdings, Inc. (e) (p) (q)	Software/Services		S+ 5.75 % ( 10.35 %), 6/19/2025	22,524		22,539		22,524		1.2	%
Roadsafe Holdings, Inc. (e) (n)	Industrials		S+ 5.75 % ( 11.06 %), 10/19/2027	7,381		7,392		7,381		0.4	%
Roadsafe Holdings, Inc. (e) (n)	Industrials		S+ 5.75 % ( 11.06 %), 10/19/2027	6,867		6,833		6,867		0.4	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Roadsafe Holdings, Inc. (e) (n) (q)	Industrials		S+ 5.75 % ( 11.14 %), 10/19/2027	$	13,180	$	13,114	$	13,180	0.7	%
RSC Acquisition, Inc. (e) (n)	Financials		S+ 4.75 % ( 9.81 %), 11/1/2029	7,134		7,141		7,134		0.4	%
RSC Acquisition, Inc. (e)	Financials		S+ 4.75 % ( 9.81 %), 11/1/2029	8,329		8,329		8,329		0.4	%
RSC Acquisition, Inc. (e) (h)	Financials		S+ 4.75 %, 11/1/2029	—		( 55 )		—		—	%
RSC Acquisition, Inc. (e) (h)	Financials		S+ 4.75 %, 11/1/2029	—		( 6 )		—		—	%
RSC Acquisition, Inc. (e) (n) (q)	Financials		S+ 4.75 % ( 9.35 %), 11/1/2029	21,649		21,644		21,649		1.1	%
Saturn SHC Buyer Holdings, Inc. (e) (h)	Healthcare		S+ 5.50 %, 11/18/2027	—		( 42 )		—		—	%
Saturn SHC Buyer Holdings, Inc. (e) (n)	Healthcare		S+ 5.50 % ( 10.46 %), 11/18/2027	12,993		12,822		12,993		0.7	%
Saturn SHC Buyer Holdings, Inc. (e) (n) (p)	Healthcare		S+ 5.50 % ( 10.46 %), 11/18/2027	37,166		37,048		37,166		1.9	%
SCIH Salt Holdings, Inc. (e) (h)	Industrials		S+ 4.00 % ( 9.31 %), 3/17/2025	187		187		194		0.0	%
Sherlock Buyer Corp. (e) (h)	Business Services		S+ 5.75 %, 12/8/2027	—		( 7 )		—		—	%
Sherlock Buyer Corp. (e) (n) (q)	Business Services		S+ 5.75 % ( 10.45 %), 12/8/2028	15,759		15,701		15,759		0.8	%
Simplifi Holdings, Inc. (e) (h)	Media/Entertainment		S+ 5.50 % ( 10.45 %), 10/1/2026	757		736		757		0.0	%
Simplifi Holdings, Inc. (e) (n) (p)	Media/Entertainment		S+ 5.50 % ( 10.45 %), 10/1/2027	50,169		49,583		50,169		2.5	%
SitusAMC Holdings Corp. (e)	Financials		S+ 5.50 % ( 10.20 %), 12/22/2027	9,677		9,629		9,677		0.5	%
SitusAMC Holdings Corp. (e) (n)	Financials		S+ 5.50 % ( 10.20 %), 12/22/2027	6,341		6,303		6,341		0.3	%
St. Croix Hospice Acquisition Corp. (e)	Healthcare		S+ 5.25 % ( 10.50 %), 10/30/2026	2,759		2,763		2,759		0.1	%
St. Croix Hospice Acquisition Corp. (e) (h)	Healthcare		S+ 5.25 %, 10/30/2026	—		—		( 67 )		0.0	%
St. Croix Hospice Acquisition Corp. (e) (n) (q)	Healthcare		S+ 5.25 % ( 10.31 %), 10/30/2026	18,981		18,791		18,791		1.0	%
St. Croix Hospice Acquisition Corp. (e) (q)	Healthcare		S+ 6.00 % ( 11.35 %), 10/30/2026	24,966		25,002		24,966		1.3	%
Striper Buyer, LLC (e) (n) (p)	Paper & Packaging		S+ 5.50 % ( 10.45 %), 12/30/2026	16,871		16,850		16,871		0.9	%
SunMed Group Holdings, LLC (e)	Healthcare		S+ 5.50 % ( 10.46 %), 6/16/2027	860		858		860		0.0	%
SunMed Group Holdings, LLC (e) (n) (p)	Healthcare		S+ 5.50 % ( 10.85 %), 6/16/2028	12,600		12,458		12,600		0.6	%
Tax Defense Network, LLC (e) (j)	Consumer		P+ 6.00 % ( 14.00 %), PIK 3/31/2023	52,539		927		546		0.0	%
Tax Defense Network, LLC (e) (j)	Consumer		P+ 6.00 % ( 14.00 %), PIK 3/31/2023	9,326		164		97		0.0	%
Tax Defense Network, LLC (e) (j)	Consumer		12.00 % PIK, 3/31/2023	5,183		4,742		5,183		0.3	%
The NPD Group, LP (e) (n)	Business Services		S+ 5.50 % ( 10.56 %), 2.00 % PIK 12/1/2028	52,363		51,721		52,363		2.6	%
The NPD Group, LP (e) (h)	Business Services		S+ 5.00 % ( 9.85 %), 12/1/2027	1,604		1,582		1,604		0.1	%
Therapy Brands Holdings, LLC (e) (n) (p)	Healthcare		S+ 4.00 % ( 8.96 %), 5/18/2028	6,029		6,029		5,583		0.3	%
Tivity Health, Inc. (e) (n)	Healthcare		S+ 5.00 % ( 9.85 %), 6/28/2029	24,599		24,259		24,599		1.3	%
Trinity Air Consultants Holdings Corp. (e) (n)	Business Services		S+ 5.25 % ( 10.62 %), 6/29/2028	5,878		5,856		5,878		0.3	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
Trinity Air Consultants Holdings Corp. (e) (h) (n)	Business Services		S+ 5.25 % ( 9.83 %), 6/29/2027	$	8,522	$	8,503	$	8,522	0.4	%
Trinity Air Consultants Holdings Corp. (e) (h)	Business Services		S+ 5.25 %, 6/29/2028	—		( 8 )		—		—	%
Trinity Air Consultants Holdings Corp. (e) (n) (p)	Business Services		S+ 5.25 % ( 10.66 %), 6/29/2028	29,212		29,146		29,212		1.5	%
Triple Lift, Inc. (e) (h)	Software/Services		S+ 5.75 % ( 11.20 %), 5/5/2028	1,799		1,741		1,611		0.1	%
Triple Lift, Inc. (e) (n) (q)	Software/Services		S+ 5.75 % ( 10.71 %), 5/5/2028	39,483		38,419		37,904		1.9	%
Trystar, LLC (e) (h)	Utilities		S+ 4.50 %, 8/6/2031	—		( 62 )		( 124 )		0.0	%
Trystar, LLC (e) (h)	Utilities		S+ 4.50 %, 8/6/2031	—		( 62 )		( 62 )		0.0	%
Trystar, LLC (e) (n) (p) (q)	Utilities		S+ 4.50 % ( 9.44 %), 8/6/2031	10,469		10,365		10,366		0.5	%
Trystar, LLC (e) (n) (p) (q)	Utilities		S+ 4.50 % ( 9.73 %), 8/6/2031	24,797		24,551		24,554		1.3	%
University of St. Augustine Acquisition Corp. (e) (p) (q)	Education		S+ 4.25 % ( 9.20 %), 2/2/2026	22,855		22,885		22,855		1.2	%
Urban One, Inc. (b)	Media/Entertainment	1/24/2024	7.38 %, 2/1/2028	1,561		1,386		1,080		0.1	%
US Oral Surgery Management Holdco, LLC (e) (n)	Healthcare		S+ 5.25 % ( 10.60 %), 11/20/2028	6,997		6,939		6,997		0.4	%
US Oral Surgery Management Holdco, LLC (e) (n)	Healthcare		S+ 6.50 % ( 11.20 %), 11/20/2028	6,098		6,068		6,098		0.3	%
US Oral Surgery Management Holdco, LLC (e) (h)	Healthcare		S+ 6.00 % ( 10.80 %), 11/20/2028	3,875		3,835		3,875		0.2	%
US Oral Surgery Management Holdco, LLC (e) (h)	Healthcare		S+ 5.25 %, 11/20/2028	—		( 5 )		—		—	%
US Oral Surgery Management Holdco, LLC (e) (n) (p)	Healthcare		S+ 5.25 % ( 10.47 %), 11/20/2028	17,668		17,493		17,668		0.9	%
US Salt Investors, LLC (e) (n)	Chemicals		S+ 5.25 % ( 10.00 %), 7/19/2028	27,383		26,991		27,383		1.4	%
US Salt Investors, LLC (e) (h)	Chemicals		S+ 5.25 %, 7/20/2026	—		( 8 )		—		—	%
Varicent Intermediate Holdings Corp. (e) (h)	Software/Services		S+ 6.00 %, 3.25 % PIK 8/23/2031	—		( 36 )		( 71 )		0.0	%
Varicent Intermediate Holdings Corp. (e) (h)	Software/Services		S+ 6.00 %, 3.25 % PIK 8/23/2031	—		( 37 )		( 37 )		0.0	%
Varicent Intermediate Holdings Corp. (e) (n) (p) (q)	Software/Services		S+ 6.00 % ( 10.60 %), 3.25 % PIK 8/23/2031	18,875		18,595		18,596		1.0	%
Victors CCC Buyer, LLC (e) (n)	Business Services		S+ 4.75 % ( 9.85 %), 6/1/2029	23,759		23,422		23,759		1.2	%
Victors CCC Buyer, LLC (e) (h)	Business Services		S+ 4.75 %, 6/1/2029	—		( 13 )		—		—	%
Victors CCC Buyer, LLC (e) (h)	Business Services		S+ 4.75 %, 6/1/2029	—		( 18 )		—		—	%
West Coast Dental Services, Inc. (e) (n)	Healthcare		S+ 5.75 % ( 11.15 %), 2.00 % PIK 7/1/2028	27,850		27,406		27,433		1.4	%
West Coast Dental Services, Inc. (e) (n)	Healthcare		S+ 5.75 % ( 10.50 %), 7/1/2028	1,660		1,629		1,635		0.1	%
West Coast Dental Services, Inc. (e) (h)	Healthcare		S+ 5.75 % ( 10.50 %), 7/1/2028	2,542		2,491		2,487		0.1	%
Westwood Professional Services, Inc. (e) (h)	Business Services		S+ 4.75 %, 9/16/2031	—		( 68 )		—		—	%
Westwood Professional Services, Inc. (e) (h)	Business Services		S+ 4.75 %, 9/16/2031	—		( 68 )		—		—	%
Westwood Professional Services, Inc. (e) (n) (p) (q)	Business Services		S+ 4.75 % ( 9.57 %), 9/16/2031	45,416		44,964		45,416		2.3	%
WHCG Purchaser III, Inc. (e)	Healthcare		S+ 6.50 % ( 11.10 %), 3.25 % PIK 6/29/2029	22,504		22,504		22,504		1.2	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
WIN Holdings III Corp. (e) (h)	Consumer		S+ 5.25 % ( 10.20 %), 7/16/2026	$	1,986	$	1,966	$	1,986	0.1	%
WIN Holdings III Corp. (e) (n) (p)	Consumer		S+ 5.25 % ( 10.20 %), 7/16/2028	41,683		41,571		41,683		2.1	%
WIN Holdings III Corp. (e) (n) (p)	Consumer		S+ 5.25 % ( 10.20 %), 7/16/2028	10,041		9,843		10,041		0.5	%
Zendesk, Inc. (e) (t) (u)	Software/Services		S+ 5.00 % ( 9.69 %), 11/22/2028	65,685		65,099		65,685		3.4	%
Subtotal Senior Secured First Lien Debt						$	2,834,697	$	2,799,910	143.8	%

Senior Secured Second Lien Debt - 6.9 % (d)
American Rock Salt Company, LLC (e) (n)	Chemicals		S+ 7.25 % ( 12.57 %), 6/11/2029	$	6,010	$	5,959	$	5,411	0.3	%
Anchor Glass Container Corp. (e) (j)	Paper & Packaging		S+ 7.75 % ( 13.32 %), 12/7/2024	7,301		2,135		2,921		0.2	%
Aruba Investments Holdings, LLC (e) (q)	Chemicals		S+ 7.75 % ( 12.70 %), 11/24/2028	3,759		3,626		3,604		0.2	%
ASP LS Acquisition Corp. (e) (n)	Transportation		S+ 7.50 % ( 12.37 %), 5/7/2029	4,275		4,265		3,367		0.2	%
CommerceHub, Inc. (e)	Technology		S+ 7.00 % ( 12.20 %), 12/29/2028	9,388		8,126		7,980		0.4	%
Corelogic, Inc. (n)	Business Services		S+ 6.50 % ( 11.46 %), 6/4/2029	9,272		8,631		8,967		0.5	%
Edelman Financial Center, LLC (n)	Financials		S+ 5.25 % ( 10.10 %), 10/6/2028	9,500		9,477		9,456		0.5	%
Integrated Efficiency Solutions, Inc. (e) (m)	Industrials		10.00 % PIK, 12/31/2026	1,891		1,074		435		0.0	%
ORG GC Holdings, LLC (e) (m)	Business Services		18.00 % PIK, 11/29/2027	5,619		5,377		5,288		0.3	%
Pluto Acquisition I, Inc. (e) (p)	Healthcare		S+ 9.25 % ( 14.19 %) PIK, 12/20/2028	33,756		27,764		28,355		1.4	%
RealPage, Inc. (n) (q)	Software/Services		S+ 6.50 % ( 11.46 %), 4/23/2029	9,645		9,621		9,238		0.5	%
Therapy Brands Holdings, LLC (e) (n) (p)	Healthcare		S+ 6.75 % ( 11.71 %), 5/18/2029	6,601		6,592		5,961		0.3	%
Victory Buyer, LLC (e) (n)	Industrials		S+ 7.00 % ( 11.96 %), 11/19/2029	45,990		43,846		43,691		2.1	%
Subtotal Senior Secured Second Lien Debt						$	136,493	$	134,674	6.9	%

Subordinated Debt - 10.2 % (d)
Aventine Holdings, LLC (e) (n)	Media/Entertainment		10.25 % PIK, 6/18/2027	$	41,925	$	41,468	$	41,280	2.1	%
Post Road Equipment Finance, LLC (e) (h) (l)	Financials		S+ 7.75 % ( 13.05 %), 12/31/2028	2,000		1,997		2,000		0.1	%
Post Road Equipment Finance, LLC (e) (l) (t) (u)	Financials		S+ 7.75 % ( 13.05 %), 12/31/2028	62,600		62,620		62,600		3.2	%
Post Road Equipment Finance, LLC (e) (l) (t) (u)	Financials		S+ 7.75 % ( 13.05 %), 12/31/2028	35,000		34,995		35,000		1.9	%
Siena Capital Finance, LLC (e) (l)	Financials		12.50 %, 11/26/2026	49,500		49,549		49,500		2.5	%
Smile Brands, Inc. (e)	Healthcare		14.50 % PIK, 10/12/2028	52		47		52		0.0	%
WHCG Purchaser III, Inc. (e) (j)	Healthcare		10.00 % PIK, 6/30/2030	18,043		8,388		8,523		0.4	%
Subtotal Subordinated Debt						$	199,064	$	198,955	10.2	%

Collateralized Securities - Debt Investments - 0.3 % (d)

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (d)
NewStar Arlington Senior Loan Program, LLC 14-1A FR (a) (b) (e) (m)	Diversified Investment Vehicles	1/24/2024	S+ 11.00 % ( 16.55 %), 4/25/2031	$	4,750	$	4,197	$	4,237	0.2	%
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (a) (b) (e) (m)	Diversified Investment Vehicles	1/24/2024	S+ 7.50 % ( 13.04 %), 1/20/2027	2,602		2,437		2,487		0.1	%
Whitehorse, Ltd. 14-1A E (a) (b) (e)	Diversified Investment Vehicles	1/24/2024	S+ 4.55 % ( 10.06 %), 5/1/2026	1,046		933		821		0.0	%
Sub Total Collateralized Securities - Debt Investments						$	7,567	$	7,545	0.3	%

Collateralized Securities - Equity Investments - 0.2 % (d) (w)
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (a) (b) (e) (m) (v)	Diversified Investment Vehicles	1/24/2024	4.74 %, 4/25/2031	$	31,603	$	3,494	$	3,088	0.2	%
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (a) (b) (e) (m) (v)	Diversified Investment Vehicles	1/24/2024	0.00 %, 1/20/2027	31,575		—		—		—	%
Sub Total Collateralized Securities - Equity Investments						$	3,494	$	3,088	0.2	%

Equity/Other - 34.0 % (d) (f)
Black Mountain Sand, LLC (b) (e) (g) (s)	Energy	1/24/2024		55,463		$	2,174	$	1,683	0.1	%
Center Phase Energy, LLC (b) (e) (r)	Utilities	6/23/2022		1,680		1,680		1,742		0.1	%
Cirque Du Soleil Holding USA Newco, Inc. (a) (b) (g)	Media/Entertainment	1/24/2024		539,708		5,703		6,308		0.3	%
Cirque Du Soleil Holding USA Newco, Inc. (a) (b) (g)	Media/Entertainment	1/24/2024		874,000		2,519		2,571		0.1	%
Clover Technologies Group, LLC (b) (e) (g)	Industrials	1/24/2024		2,753		341		628		0.0	%
Clover Technologies Group, LLC (b) (e) (g)	Industrials	1/24/2024		180,274		—		—		—	%
Cornerstone Chemical, Co. (b) (e) (g)	Chemicals	1/24/2024		327,378		11,626		10,217		0.6	%
CRS-SPV, Inc. (b) (e) (g) (m)	Industrials	1/24/2024		246		1,561		1,704		0.1	%
Danish CRJ, Ltd. (a) (b) (e) (g) (l) (y)	Transportation	1/24/2024		5,002		—		—		—	%
Del Real, LLC (b) (e) (g) (s)	Food & Beverage	1/24/2024		670,510		524		671		0.0	%
Dyno Acquiror, Inc. (b) (e) (g)	Consumer	1/24/2024		134,102		21		21		0.0	%
FBLC Senior Loan Fund, LLC (a) (b) (c) (e) (l)	Diversified Investment Vehicles	1/24/2024		404,934		405,434		404,934		20.8	%
First Eagle Greenway Fund II, LLC (a) (b) (g) (m)	Diversified Investment Vehicles	1/24/2024		5,329		376		254		0.0	%
Foresight Energy Operating, LLC (b) (e) (g) (s)	Energy	1/24/2024		158,093		3,063		1,579		0.1	%
Gordian Medical, Inc. (b) (e) (g) (n)	Healthcare	5/17/2024		162,894		2,962		2,875		0.1	%
Gordian Medical, Inc. (b) (e) (g)	Healthcare	5/17/2024		157,787		—		—		—	%
Integrated Efficiency Solutions, Inc. (b) (e) (g) (m) (s)	Industrials	1/24/2024		57,427		—		—		—	%
Integrated Efficiency Solutions, Inc. (b) (e) (g) (m) (s)	Industrials	1/24/2024		55,991		—		—		—	%
Internap Corp. (b) (e) (g) (p)	Business Services	1/24/2024		1,596,606		1,599		—		—	%
Jakks Pacific, Inc. (a) (g)	Consumer			17,384		456		444		0.0	%
Kahala Ireland OpCo Designated Activity Company (a) (b) (e) (g) (l) (x)	Transportation	1/24/2024		1		—		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares	Amortized Cost		Fair Value		% of Net Assets (d)
Kahala Ireland OpCo Designated Activity Company (a) (b) (e) (g) (l) (x)	Transportation	1/24/2024		3,250,000	$	539	$	—	—	%
Kahala US OpCo, LLC (a) (b) (e) (g) (l) (z)	Transportation	1/24/2024		8,869,744	—		—		—	%
McDonald Worley, P.C. (b) (e) (g)	Business Services	1/24/2024		20,167	3,118		2,387		0.1	%
MCS Acquisition Corp. (b) (e) (g)	Business Services	1/24/2024		31,521	748		747		0.0	%
MCS Acquisition Corp. (b) (e) (g)	Business Services	1/24/2024		693,977	695		694		0.0	%
MGTF Holdco, LLC (b) (e) (g) (l) (s)	Media/Entertainment	1/24/2024		582,300	—		—		—	%
Motor Vehicle Software Corp. (b) (e) (g) (aa)	Business Services	1/24/2024		223,503	339		447		0.0	%
Muth Mirror Systems, LLC (b) (e) (g) (s)	Technology	1/24/2024		153,038	—		—		—	%
Muth Mirror Systems, LLC (b) (e) (g) (s)	Technology	1/24/2024		22,819	—		—		—	%
ORG GC Holdings, LLC (b) (e) (g) (m) (s)	Business Services	1/24/2024		1,771	—		—		—	%
ORG GC Holdings, LLC (b) (e) (g) (m) (s)	Business Services	1/24/2024		93,380	—		—		—	%
PennantPark Credit Opportunities Fund II, LP (a) (b) (g) (m)	Diversified Investment Vehicles	1/24/2024		8,739	963		986		0.1	%
Pluralsight, LLC (b) (e) (g) (m)	Software/Services	8/22/2024		2,267,044	5,986		5,985		0.3	%
Point Broadband Acquisition, LLC (b) (e) (g) (r) (s)	Telecom	10/1/2021		3,710,315	4,941		5,491		0.3	%
Post Road Equipment Finance, LLC (b) (e) (l) (r) (s)	Financials	12/30/2021		109,388	119,502		119,233		6.2	%
Resolute Investment Managers, Inc. (b) (e) (g)	Financials	1/24/2024		61,958	2,026		2,022		0.1	%
RMP Group, Inc. (b) (e) (g) (s)	Financials	1/24/2024		223	333		263		0.0	%
Siena Capital Finance, LLC (b) (e) (l)	Financials	1/24/2024		41,789,400	77,437		77,310		4.1	%
Skillsoft Corp. (g)	Technology			12,435	187		193		0.0	%
Smile Brands, Inc. (b) (e) (g)	Healthcare	1/24/2024		439	—		—		—	%
Squan Holding Corp. (b) (e) (g)	Telecom	1/24/2024		180,835	—		—		—	%
Tax Defense Network, LLC (b) (e) (g)	Consumer	1/24/2024		147,099	—		—		—	%
Tax Defense Network, LLC (b) (e) (g)	Consumer	1/24/2024		633,382	—		—		—	%
Tennenbaum Waterman Fund, LP (a) (b) (m)	Diversified Investment Vehicles	1/24/2024		10,000	7,789		7,332		0.4	%
Travelpro Products, Inc. (a) (b) (e) (g)	Consumer	1/24/2024		447,007	913		751		0.0	%
United Biologics, LLC (b) (e) (g) (s)	Healthcare	1/24/2024		39,769	—		—		—	%
United Biologics, LLC (b) (e) (g) (s)	Healthcare	1/24/2024		4,206	—		—		—	%
United Biologics, LLC (b) (e) (g) (s)	Healthcare	1/24/2024		3,155	—		—		—	%
United Biologics, LLC (b) (e) (g) (s)	Healthcare	1/24/2024		99,236	—		—		—	%
United Biologics, LLC (b) (e) (g) (s)	Healthcare	1/24/2024		223	—		—		—	%
WHCG Purchaser III, Inc. (b) (e) (g)	Healthcare	8/2/2024		5,448,273	—		—		—	%
World Business Lenders, LLC (b) (e) (g)	Financials	1/24/2024		922,669	1,617		1,615		0.1	%
WPNT, LLC (b) (e) (g) (l) (s)	Media/Entertainment	1/24/2024		582,300	—		—		—	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)


Portfolio Company (k) (o)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (i)	Principal/ Numbers of Shares	Amortized Cost		Fair Value		% of Net Assets (d)
YummyEarth, Inc. (b) (e) (g)	Food & Beverage	1/24/2024		781	$	—	$	—	—	%
Subtotal Equity/Other					$	667,172	$	661,087	34.0	%

Total Investments - 195.4 % (d)					$	3,848,487	$	3,805,259	195.4	%

(a) All of the Company's investments, except the investments noted by this footnote, are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. At September 30, 2024, qualifying assets represent 88.7 % of the Company's total assets.

(b) Securities exempt from registration under the Securities Act of 1933 (as defined below), and may be deemed to be “restricted securities”. As of September 30, 2024, the aggregate fair value of these securities is $ 678.1 million or 34.8 % of the Company’s net assets. The initial acquisition dates have been included for such securities.

(c) The Company's investment falls under the definition of a significant subsidiary, as it exceeded the threshold of at least one of the tests under Rule 4-08(g), or exceeded the threshold of at least one of the tests under Rule 3-09. See Note 3 for summarized financial information.

(d) Percentages are based on net assets attributable to common stock as of September 30, 2024.

(e) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors (as defined below) as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).

(f) All amounts are in thousands except share amounts.

(g) Non-income producing at September 30, 2024.

(h) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee. The negative fair value, if applicable, is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. Please refer to Note 6 - Commitments and Contingencies for additional details.

(i) The majority of the investments bear interest at a rate that may be determined by reference Secured Overnight Financing Rate (“SOFR” or “S”), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, the Company has provided the spread over the relevant reference rate and the current interest rate in effect at September 30, 2024. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities, the all-in rate is disclosed within parentheses.

(j) The investment is on non-accrual status as of September 30, 2024.

(k) Unless otherwise indicated, all investments in the consolidated schedules of investments are non-affiliated, non-controlled investments.

(l) The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s outstanding voting securities and/or does not have the power to exercise control over the management or policies of such portfolio company. A company is generally presumed to be “controlled” when the Company owns more than 25% of the portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The Company classifies this investment as “controlled”.

(m) The provisions of the 1940 Act classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as "non-affiliated" when the Company owns less than 5% of a portfolio company's outstanding voting securities and "affiliated" when the Company owns 5% or more of a portfolio company's outstanding voting securities. The Company classifies this investment as "affiliated".

(n) The Company's investment or a portion thereof is pledged as collateral under the JPM Credit Facility.

(o) Unless otherwise indicated, all of the Company's investments or a portion thereof are pledged as collateral under the JPM Revolver Facility.

(p) The Company's investment or a portion thereof is pledged as collateral under the FBLC JPM Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

(q) The Company's investment or a portion thereof is pledged as collateral under the Wells Fargo Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

September 30, 2024

(Unaudited)

(r) Investments are held in the taxable wholly-owned, consolidated subsidiary, FBCC EEF Holdings LLC.

(s) Investments are held in the taxable wholly-owned, consolidated subsidiary, 54th Street Equity Holdings, Inc.

(t) The Company’s investment or a portion thereof is held through a total return swap agreement with Nomura Global Financial Products Inc. (“Nomura”).

(u) 40 % of the Company’s investment is pledged as collateral under the total return swap agreement with Nomura.

(v) The Collateralized Securities - subordinated notes are treated as equity investments and are entitled to recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying fund’s securities less contractual payments to debt holders and fund expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.

(w) For equity investments in Collateralized Securities, the effective yield is presented in place of the investment coupon rate for each investment. Refer to footnote (v) for a further description of an equity investment in a Collateralized Security.

(x) The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 100 % of the equity of the operating company, Kahala Ireland OpCo Designated Activity Company.

(y) The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 49 % of the operating company, Danish CRJ LTD.

(z) The Company's investment is held through the consolidated subsidiaries, Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which own 100 % of the equity of the operating company, Kahala US OpCo LLC.

(aa) The investment is held through BSP TCAP Acquisition Holdings LP, which is an affiliated acquisition entity. Due to certain restrictions, such as limits on the number of partners allowable within the equity structures of the newly acquired investments, these investments are still held within the acquisition entity as of September 30, 2024.

The following table shows the portfolio composition by industry grouping based on fair value at September 30, 2024:



	Investments at Fair Value		Percentage of Total Portfolio
Healthcare	$	615,263	16.2	%
Business Services	505,420		13.3	%
Financials	479,092		12.6	%
Diversified Investment Vehicles (1)	424,139		11.1	%
Software/Services	409,608		10.8	%
Industrials	384,955		10.1	%
Media/Entertainment	204,787		5.4	%
Paper & Packaging	174,525		4.6	%
Utilities	149,358		3.9	%
Consumer	128,438		3.4	%
Chemicals	104,611		2.7	%
Food & Beverage	100,725		2.6	%
Telecom	44,374		1.2	%
Education	28,837		0.8	%
Transportation	24,177		0.6	%
Technology	22,634		0.6	%
Energy	4,316		0.1	%
Total	$	3,805,259	100.0	%

_____________

(1) Includes the Company's investment in FBLC Senior Loan Fund, LLC, which represents 10.6 % of the Company’s investments at fair value as of September 30, 2024.

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023


Portfolio Company (g)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (j)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (b)
Senior Secured First Lien Debt - 162.9 % (b)
1236904 BC, Ltd. (c) (h)	Software/Services		S+ 7.50 % ( 12.97 %), 3/4/2027	$	4,183	$	4,132	$	4,247	1.1	%
ADCS Clinics Intermediate Holdings, LLC (c)	Healthcare		S+ 6.25 % ( 11.75 %), 5/7/2027	37		37		37		0.0	%
ADCS Clinics Intermediate Holdings, LLC (c) (h)	Healthcare		S+ 6.25 % ( 11.79 %), 5/7/2027	5,698		5,630		5,620		1.4	%
ADCS Clinics Intermediate Holdings, LLC (c) (h)	Healthcare		S+ 6.25 % ( 11.53 %), 5/7/2027	1,168		1,154		1,152		0.3	%
ADCS Clinics Intermediate Holdings, LLC (c) (f)	Healthcare		S+ 6.25 %, 5/7/2026	—		( 6 )		( 7 )		0.0	%
Alera Group Intermediate Holdings, Inc. (c) (h)	Financials		S+ 6.50 % ( 11.95 %), 10/2/2028	2,866		2,818		2,866		0.7	%
Alera Group Intermediate Holdings, Inc. (c) (f) (h)	Financials		S+ 6.50 % ( 11.96 %), 10/2/2028	5,006		4,908		5,006		1.3	%
Alera Group Intermediate Holdings, Inc. (c) (f)	Financials		S+ 5.75 %, 10/2/2028	—		—		—		—	%
American Rock Salt Company, LLC (h)	Chemicals		S+ 4.00 % ( 9.47 %), 6/9/2028	2,018		2,013		1,900		0.5	%
Armada Parent, Inc. (c) (h)	Industrials		S+ 5.75 % ( 11.24 %), 10/29/2027	19,959		19,669		19,637		5.1	%
Armada Parent, Inc. (c) (f) (h)	Industrials		S+ 5.75 % ( 11.24 %), 10/29/2027	1,006		985		973		0.3	%
Armada Parent, Inc. (c) (f)	Industrials		S+ 5.75 %, 10/29/2027	—		( 31 )		( 39 )		0.0	%
Avalara, Inc. (c) (h)	Software/Services		S+ 7.25 % ( 12.60 %), 10/19/2028	19,896		19,472		19,526		5.0	%
Avalara, Inc. (c) (f)	Software/Services		S+ 7.25 %, 10/19/2028	—		( 40 )		( 37 )		0.0	%
Aventine Holdings, LLC (c) (h)	Media/Entertainment		S+ 6.00 % ( 11.47 %) 4.00 % PIK, 6/18/2027	4,908		4,849		4,844		1.2	%
Aventine Holdings, LLC (c) (h)	Media/Entertainment		10.25 % PIK, 6/18/2027	12,455		12,278		12,263		3.2	%
Aventine Holdings, LLC (c) (h)	Media/Entertainment		S+ 6.00 % ( 11.47 %) 4.00 % PIK, 6/18/2027	12,397		12,238		12,234		3.2	%
BCPE Oceandrive Buyer, Inc. (c)	Healthcare		S+ 6.00 % ( 11.46 %), 12/29/2028	1,559		1,538		1,486		0.4	%
BCPE Oceandrive Buyer, Inc. (c) (h)	Healthcare		S+ 6.25 % ( 11.73 %) 3.00 % PIK, 12/29/2028	802		802		765		0.2	%
BCPE Oceandrive Buyer, Inc. (c) (h)	Healthcare		S+ 6.25 % ( 11.73 %) 3.00 % PIK, 12/29/2028	1,579		1,553		1,505		0.4	%
BCPE Oceandrive Buyer, Inc. (c) (h)	Healthcare		S+ 6.25 % ( 11.73 %) 3.00 % PIK, 12/29/2028	9,475		9,315		9,033		2.3	%
Center Phase Energy, LLC (c) (h)	Utilities		S+ 7.00 % ( 12.46 %), 6/23/2027	10,305		10,159		10,131		2.6	%
Center Phase Energy, LLC (c) (f)	Utilities		S+ 7.00 %, 6/23/2027	—		( 91 )		( 111 )		0.0	%
Communication Technology Intermediate, LLC (c) (h)	Business Services		S+ 5.50 % ( 10.96 %), 5/5/2027	7,478		7,345		7,478		1.9	%
Communication Technology Intermediate, LLC (c) (h)	Business Services		S+ 5.50 % ( 10.96 %), 5/5/2027	2,601		2,570		2,601		0.7	%
Communication Technology Intermediate, LLC (c) (f)	Business Services		S+ 5.50 % ( 10.96 %), 5/5/2027	86		75		86		0.0	%
Community Brands ParentCo, LLC (c) (h)	Software/Services		S+ 5.50 % ( 10.96 %), 2/24/2028	9,060		8,920		8,897		2.3	%
Community Brands ParentCo, LLC (c) (f)	Software/Services		S+ 5.50 %, 2/24/2028	—		( 16 )		( 20 )		0.0	%
Community Brands ParentCo, LLC (c) (f)	Software/Services		S+ 5.50 %, 2/24/2028	—		—		( 10 )		0.0	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023


Portfolio Company (g)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (j)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (b)
Coronis Health, LLC (c)	Healthcare		S+ 6.25 % ( 11.63 %), 7/12/2028	$	1,968	$	1,928	$	1,614	0.4	%
Coronis Health, LLC (c) (h)	Healthcare		S+ 6.25 % ( 11.63 %), 7/27/2029	24,056		23,602		19,701		5.1	%
Demakes Borrower, LLC (c) (h)	Food & Beverage		S+ 6.25 % ( 11.62 %), 12/12/2029	4,703		4,586		4,586		1.2	%
Demakes Borrower, LLC (c) (f)	Food & Beverage		S+ 6.25 %, 12/12/2029	—		( 16 )		( 33 )		0.0	%
Division Holding Corp. (h)	Business Services		S+ 4.75 % ( 10.22 %), 5/26/2028	3,704		3,673		3,667		0.9	%
Eliassen Group, LLC (c) (h)	Business Services		S+ 5.50 % ( 10.85 %), 4/14/2028	5,680		5,635		5,630		1.5	%
Eliassen Group, LLC (c) (f) (h)	Business Services		S+ 5.50 % ( 10.88 %), 4/14/2028	454		449		442		0.1	%
Faraday Buyer, LLC (c) (h)	Utilities		S+ 6.00 % ( 11.35 %), 10/11/2028	16,714		16,610		16,379		4.2	%
Faraday Buyer, LLC (c) (f)	Utilities		S+ 6.00 %, 10/11/2028	—		( 18 )		( 37 )		0.0	%
FGT Purchaser, LLC (c) (h)	Consumer		S+ 5.50 % ( 10.95 %), 9/13/2027	9,561		9,417		9,561		2.5	%
FGT Purchaser, LLC (c) (f)	Consumer		S+ 5.50 % ( 10.98 %), 9/13/2027	342		330		342		0.1	%
Florida Food Products, LLC (c) (h)	Food & Beverage		S+ 5.00 % ( 10.47 %), 10/18/2028	12,505		12,317		11,630		3.0	%
FR Flow Control Luxco 1 SARL (c) (h)	Industrials		S+ 5.50 % ( 11.11 %), 6/28/2026	4,417		4,386		4,417		1.1	%
Galway Borrower, LLC (c) (h)	Financials		S+ 5.25 % ( 10.70 %), 9/29/2028	13,529		13,345		13,529		3.5	%
Galway Borrower, LLC (c) (f)	Financials		S+ 5.25 %, 9/30/2027	—		( 12 )		—		—	%
Geosyntec Consultants, Inc. (c) (h)	Business Services		S+ 5.25 % ( 10.61 %), 5/18/2029	11,407		11,238		11,240		2.9	%
Geosyntec Consultants, Inc. (c) (f) (h)	Business Services		S+ 5.25 % ( 10.61 %), 5/18/2029	2,743		2,685		2,663		0.7	%
Geosyntec Consultants, Inc. (c) (f)	Business Services		S+ 5.25 %, 5/18/2027	—		( 27 )		( 30 )		0.0	%
Gogo Intermediate Holdings, LLC (a) (f)	Telecom		S+ 3.75 %, 4/30/2026	—		—		( 3 )		0.0	%
Gordian Medical, Inc. (c) (h)	Healthcare		S+ 6.25 % ( 12.15 %), 1/31/2027	4,361		4,288		2,769		0.7	%
Green Energy Partners/Stonewall, LLC (c) (h)	Utilities		S+ 6.00 % ( 11.61 %), 11/12/2026	4,572		4,513		4,572		1.2	%
IG Investments Holdings, LLC (c) (h)	Business Services		S+ 6.00 % ( 11.48 %), 9/22/2028	7,936		7,815		7,864		2.0	%
IG Investments Holdings, LLC (c) (h)	Business Services		S+ 6.00 % ( 11.48 %), 9/22/2028	143		142		142		0.0	%
IG Investments Holdings, LLC (c) (f)	Business Services		S+ 6.00 %, 9/22/2027	—		( 9 )		( 6 )		0.0	%
Indigo Buyer, Inc. (c) (h)	Paper & Packaging		S+ 6.25 % ( 11.73 %), 5/23/2028	8,891		8,752		8,738		2.3	%
Indigo Buyer, Inc. (c) (h)	Paper & Packaging		S+ 6.25 % ( 11.73 %), 5/23/2028	3,802		3,743		3,737		1.0	%
Indigo Buyer, Inc. (c) (f)	Paper & Packaging		S+ 6.25 % ( 11.72 %), 5/23/2028	614		594		588		0.2	%
IQN Holding Corp. (c) (h)	Software/Services		S+ 5.25 % ( 10.64 %), 5/2/2029	5,750		5,707		5,703		1.5	%
IQN Holding Corp. (c) (f)	Software/Services		S+ 5.25 %, 5/2/2029	—		( 6 )		( 5 )		0.0	%
IQN Holding Corp. (c) (f)	Software/Services		S+ 5.25 %, 5/2/2028	—		( 4 )		( 4 )		0.0	%
J&K Ingredients, LLC (c) (h)	Food & Beverage		S+ 6.50 % ( 11.85 %), 11/16/2028	3,269		3,189		3,189		0.8	%
Kissner Milling Co., Ltd. (h) (l)	Industrials	4/16/2021	4.88 %, 5/1/2028	2,275		2,275		2,142		0.6	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023


Portfolio Company (g)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (j)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (b)
Knowledge Pro Buyer, Inc. (c) (h)	Business Services		S+ 5.75 % ( 11.21 %), 12/10/2027	$	11,008	$	10,854	$	11,008	2.8	%
Knowledge Pro Buyer, Inc. (c) (f)	Business Services		S+ 5.75 % ( 11.19 %), 12/10/2027	1,042		1,018		1,042		0.3	%
Knowledge Pro Buyer, Inc. (c) (f)	Business Services		S+ 5.75 % ( 11.21 %), 12/10/2027	275		260		275		0.1	%
Liquid Tech Solutions Holdings, LLC (c) (h)	Industrials		S+ 4.75 % ( 10.22 %), 3/20/2028	5,397		5,379		5,397		1.4	%
LSF12 Donnelly Bidco, LLC (c) (h)	Industrials		S+ 6.50 % ( 11.86 %), 10/2/2029	4,983		4,863		4,864		1.3	%
Mckissock Investment Holdings, LLC (h)	Education		S+ 5.00 % ( 10.38 %), 3/12/2029	1,306		1,274		1,302		0.3	%
Medical Management Resource Group, LLC (c) (h)	Healthcare		S+ 6.00 % ( 11.45 %), 9/30/2027	2,971		2,931		2,931		0.8	%
Medical Management Resource Group, LLC (c) (h)	Healthcare		S+ 6.00 % ( 11.45 %), 9/30/2027	7,193		7,094		7,096		1.8	%
Medical Management Resource Group, LLC (c) (f)	Healthcare		S+ 6.00 % ( 11.45 %), 9/30/2026	338		330		329		0.1	%
Mirra-Primeaccess Holdings, LLC (c) (h)	Healthcare		S+ 6.50 % ( 11.97 %), 7/29/2026	21,178		20,917		21,178		5.5	%
Mirra-Primeaccess Holdings, LLC (c) (f)	Healthcare		S+ 6.50 % ( 11.97 %), 7/29/2026	857		819		857		0.2	%
Odessa Technologies, Inc. (c) (h)	Software/Services		S+ 5.75 % ( 11.21 %), 10/19/2027	6,458		6,367		6,458		1.7	%
Odessa Technologies, Inc. (c) (f)	Software/Services		S+ 5.75 %, 10/19/2027	—		( 22 )		—		—	%
PetVet Care Centers, LLC (c) (h)	Healthcare		S+ 6.00 % ( 11.36 %), 11/15/2030	8,107		7,945		7,948		2.0	%
PetVet Care Centers, LLC (c) (f)	Healthcare		S+ 6.00 %, 11/15/2030	—		( 10 )		( 21 )		0.0	%
PetVet Care Centers, LLC (c) (f)	Healthcare		S+ 6.00 %, 11/15/2029	—		( 21 )		( 21 )		0.0	%
Pie Buyer, Inc. (c) (h)	Food & Beverage		S+ 5.50 % ( 10.93 %), 4/5/2027	11,178		10,972		11,178		2.9	%
Pie Buyer, Inc. (c) (h)	Food & Beverage		S+ 5.50 % ( 10.93 %), 4/5/2027	2,419		2,378		2,419		0.6	%
Pie Buyer, Inc. (c) (h)	Food & Beverage		S+ 5.50 % ( 11.20 %), 4/5/2027	828		816		828		0.2	%
Pie Buyer, Inc. (c) (f) (h)	Food & Beverage		S+ 5.50 % ( 11.03 %), 4/5/2027	634		615		634		0.2	%
Pie Buyer, Inc. (c) (f)	Food & Beverage		S+ 5.50 % ( 10.93 %), 4/6/2026	346		336		346		0.1	%
Pluralsight, LLC (c) (h)	Software/Services		S+ 8.00 % ( 13.56 %), 4/6/2027	7,499		7,404		7,059		1.8	%
Pluralsight, LLC (c) (h)	Software/Services		S+ 8.00 % ( 13.56 %), 4/6/2027	2,680		2,642		2,523		0.7	%
Pluralsight, LLC (c) (f)	Software/Services		S+ 8.00 % ( 13.56 %), 4/6/2027	496		489		458		0.1	%
Point Broadband Acquisition, LLC (c) (h)	Telecom		S+ 6.00 % ( 11.47 %), 10/2/2028	3,633		3,567		3,633		0.9	%
Point Broadband Acquisition, LLC (c) (h)	Telecom		S+ 6.00 % ( 11.51 %), 10/2/2028	8,619		8,443		8,619		2.2	%
Relativity Oda, LLC (c) (h)	Software/Services		S+ 6.50 % ( 11.96 %), 5/12/2027	2,291		2,259		2,291		0.6	%
Relativity Oda, LLC (c) (f)	Software/Services		S+ 6.50 %, 5/12/2027	—		( 3 )		—		—	%
Roadsafe Holdings, Inc. (c) (h)	Industrials		S+ 5.75 % ( 11.22 %), 10/19/2027	3,296		3,252		3,296		0.8	%
Roadsafe Holdings, Inc. (c) (h)	Industrials		S+ 5.75 % ( 11.14 %), 10/19/2027	4,315		4,270		4,315		1.1	%
RSC Acquisition, Inc. (c) (h)	Financials		S+ 5.50 % ( 11.04 %), 11/1/2029	2,161		2,161		2,161		0.6	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023


Portfolio Company (g)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (j)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (b)
RSC Acquisition, Inc. (c) (h)	Financials		S+ 5.50 % ( 11.00 %), 11/1/2029	$	6,780	$	6,751	$	6,780	1.7	%
Safe Fleet Holdings, LLC (h)	Industrials		S+ 5.00 % ( 10.46 %), 2/23/2029	5,977		5,825		5,999		1.5	%
Saturn SHC Buyer Holdings, Inc. (c) (h)	Healthcare		S+ 5.50 % ( 10.97 %), 11/18/2027	7,598		7,479		7,598		2.0	%
Saturn SHC Buyer Holdings, Inc. (c) (h)	Healthcare		S+ 5.50 % ( 10.97 %), 11/18/2027	14,742		14,517		14,742		3.8	%
Saturn SHC Buyer Holdings, Inc. (c) (f)	Healthcare		S+ 6.00 %, 11/18/2027	—		( 52 )		—		—	%
SCIH Salt Holdings, Inc. (h)	Industrials		S+ 4.00 % ( 9.47 %), 3/16/2027	1,086		1,081		1,086		0.3	%
Sherlock Buyer Corp. (c) (h)	Business Services		S+ 5.75 % ( 11.20 %), 12/8/2028	4,951		4,869		4,951		1.3	%
Sherlock Buyer Corp. (c) (f)	Business Services		S+ 5.75 %, 12/8/2028	—		( 10 )		—		—	%
Sherlock Buyer Corp. (c) (f)	Business Services		S+ 5.75 %, 12/8/2027	—		( 8 )		—		—	%
Simplifi Holdings, Inc. (c) (h)	Media/Entertainment		S+ 5.50 % ( 10.96 %), 10/1/2027	15,805		15,557		15,568		4.0	%
Simplifi Holdings, Inc. (c) (f)	Media/Entertainment		S+ 5.50 % ( 10.96 %), 10/1/2026	322		304		297		0.1	%
SitusAMC Holdings Corp. (c) (h)	Financials		S+ 5.50 % ( 10.95 %), 12/22/2027	6,341		6,298		6,341		1.6	%
Skillsoft Corp. (h)	Technology		S+ 5.25 % ( 10.72 %), 7/14/2028	585		578		546		0.1	%
Striper Buyer, LLC (c) (h)	Paper & Packaging		S+ 5.50 % ( 10.95 %), 12/30/2026	4,860		4,818		4,860		1.3	%
SunMed Group Holdings, LLC (c) (h)	Healthcare		S+ 5.50 % ( 10.96 %), 6/16/2028	3,825		3,778		3,768		1.0	%
SunMed Group Holdings, LLC (c) (f)	Healthcare		S+ 5.50 %, 6/16/2027	—		( 3 )		( 4 )		0.0	%
The NPD Group, LP (c) (h)	Business Services		S+ 6.25 % ( 11.61 %) 2.75 % PIK, 12/1/2028	17,102		16,825		16,846		4.3	%
The NPD Group, LP (c) (f)	Business Services		S+ 5.75 % ( 11.11 %), 12/1/2027	170		155		156		0.0	%
Therapy Brands Holdings, LLC (c) (h)	Healthcare		S+ 4.00 % ( 9.47 %), 5/18/2028	1,792		1,786		1,792		0.5	%
Tivity Health, Inc. (c) (h)	Healthcare		S+ 6.00 % ( 11.35 %), 6/28/2029	31,780		31,107		31,243		8.0	%
Trinity Air Consultants Holdings Corp. (c) (h)	Business Services		S+ 5.75 % ( 11.03 %), 6/29/2027	1,768		1,737		1,768		0.4	%
Trinity Air Consultants Holdings Corp. (c) (h)	Business Services		S+ 5.75 % ( 11.03 %), 6/29/2027	8,788		8,678		8,788		2.3	%
Trinity Air Consultants Holdings Corp. (c) (f) (h)	Business Services		S+ 5.75 % ( 11.03 %), 6/29/2027	557		553		557		0.1	%
Trinity Air Consultants Holdings Corp. (c) (f)	Business Services		S+ 5.25 %, 6/29/2027	—		( 10 )		—		—	%
Triple Lift, Inc. (c) (h)	Software/Services		S+ 5.75 % ( 11.27 %), 5/5/2028	11,813		11,647		11,341		2.9	%
Triple Lift, Inc. (c) (f)	Software/Services		S+ 5.75 % ( 11.31 %), 5/5/2028	534		513		478		0.1	%
US Oral Surgery Management Holdco, LLC (c) (h)	Healthcare		S+ 6.00 % ( 11.45 %), 11/18/2027	2,176		2,147		2,154		0.5	%
US Oral Surgery Management Holdco, LLC (c) (h)	Healthcare		S+ 6.50 % ( 11.95 %), 11/18/2027	1,896		1,896		1,877		0.5	%
US Oral Surgery Management Holdco, LLC (c) (h)	Healthcare		S+ 6.00 % ( 11.47 %), 11/18/2027	5,495		5,385		5,440		1.4	%
US Oral Surgery Management Holdco, LLC (c) (f)	Healthcare		S+ 6.00 %, 11/18/2027	—		( 7 )		( 5 )		0.0	%
US Salt Investors, LLC (c) (h)	Chemicals		S+ 5.50 % ( 11.00 %), 7/19/2028	8,489		8,362		8,330		2.1	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023


Portfolio Company (g)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (j)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (b)
US Salt Investors, LLC (c) (f)	Chemicals		S+ 5.50 %, 7/20/2026	$	—	$	( 11 )	$	( 17 )	0.0	%
Vensure Employer Services, Inc. (c) (h)	Business Services		S+ 4.75 % ( 10.12 %), 4/1/2027	4,736		4,715		4,736		1.2	%
Vensure Employer Services, Inc. (c) (f)	Business Services		S+ 5.25 % ( 10.64 %), 3/29/2027	460		451		460		0.1	%
Victors CCC Buyer, LLC (c) (h)	Business Services		S+ 5.75 % ( 11.21 %), 6/1/2029	7,165		7,040		7,044		1.8	%
Victors CCC Buyer, LLC (c) (f)	Business Services		S+ 5.75 %, 6/1/2029	—		( 15 )		( 32 )		0.0	%
Victors CCC Buyer, LLC (c) (f)	Business Services		S+ 5.75 %, 6/1/2029	—		( 21 )		( 23 )		0.0	%
West Coast Dental Services, Inc. (c) (h)	Healthcare		S+ 5.75 % ( 11.18 %), 7/1/2028	498		485		487		0.1	%
West Coast Dental Services, Inc. (c) (h)	Healthcare		S+ 5.75 % ( 11.28 %), 7/1/2028	8,355		8,235		8,175		2.1	%
West Coast Dental Services, Inc. (c) (f)	Healthcare		S+ 5.75 % ( 11.27 %), 7/1/2028	941		926		917		0.2	%
Westwood Professional Services, Inc. (c) (h)	Business Services		S+ 6.00 % ( 11.46 %), 5/26/2026	1,159		1,147		1,159		0.3	%
Westwood Professional Services, Inc. (c) (h)	Business Services		S+ 6.00 % ( 11.46 %), 5/26/2026	3,642		3,601		3,642		0.9	%
Westwood Professional Services, Inc. (c) (f)	Business Services		S+ 6.00 %, 5/26/2026	—		( 2 )		—		—	%
WHCG Purchaser III, Inc. (c) (h)	Healthcare		S+ 5.75 % ( 11.36 %), 6/22/2028	12,426		12,248		8,160		2.1	%
WHCG Purchaser III, Inc. (c) (h)	Healthcare		S+ 5.75 % ( 11.36 %), 6/22/2028	3,020		3,020		1,982		0.5	%
WHCG Purchaser III, Inc. (c) (f)	Healthcare		S+ 5.75 % ( 11.36 %), 6/22/2026	1,816		1,796		1,385		0.4	%
WIN Holdings III Corp. (c) (h)	Consumer		S+ 5.25 % ( 10.71 %), 7/16/2028	12,513		12,335		12,513		3.2	%
WIN Holdings III Corp. (c) (f)	Consumer		S+ 5.25 %, 7/16/2026	—		( 25 )		—		—	%
Zendesk, Inc. (c) (m) (n)	Software/Services		S+ 6.25 % ( 11.61 %) 3.25 % PIK, 11/22/2028	21,769		21,572		21,394		5.5	%
Zendesk, Inc. (c) (f)	Software/Services		S+ 6.75 %, 11/22/2028	—		( 43 )		( 91 )		0.0	%
Zendesk, Inc. (c) (f)	Software/Services		S+ 6.75 %, 11/22/2028	—		( 36 )		( 38 )		0.0	%
Subtotal Senior Secured First Lien Debt						$	642,976	$	632,343	162.9	%

Senior Secured Second Lien Debt - 13.4 % (b)
American Rock Salt Company, LLC (c) (h)	Chemicals		S+ 7.25 % ( 12.72 %), 6/11/2029	$	6,010	$	5,950	$	5,411	1.4	%
ASP LS Acquisition Corp. (c) (h)	Transportation		S+ 7.50 % ( 13.40 %), 5/7/2029	4,275		4,264		3,533		0.9	%
Corelogic, Inc. (h)	Business Services		S+ 6.50 % ( 11.96 %), 6/4/2029	4,645		4,605		4,137		1.1	%
Mercury Merger Sub, Inc. (c) (h)	Business Services		S+ 6.50 % ( 12.18 %), 8/2/2029	6,080		6,044		5,885		1.5	%
Proofpoint, Inc. (h)	Software/Services		S+ 6.25 % ( 11.72 %), 8/31/2029	3,380		3,367		3,405		0.9	%
RealPage, Inc. (h)	Software/Services		S+ 6.50 % ( 11.97 %), 4/23/2029	5,445		5,383		5,431		1.4	%
Therapy Brands Holdings, LLC (c) (h)	Healthcare		S+ 6.75 % ( 12.22 %), 5/18/2029	1,947		1,930		1,947		0.5	%
TRC Cos, Inc. (c) (h)	Industrials		S+ 6.75 % ( 12.21 %), 12/7/2029	7,045		6,988		6,742		1.7	%
USIC Holdings, Inc. (c) (h)	Business Services		S+ 6.50 % ( 12.11 %), 5/14/2029	2,449		2,426		2,361		0.6	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023


Portfolio Company (g)	Industry	Acquisition Date	Investment Coupon Rate/ Maturity (j)	Principal/ Numbers of Shares		Amortized Cost		Fair Value		% of Net Assets (b)
Victory Buyer, LLC (c) (h)	Industrials		S+ 7.00 % ( 12.64 %), 11/19/2029	$	14,304	$	14,188	$	13,274	3.4	%
Subtotal Senior Secured Second Lien Debt						$	55,145	$	52,126	13.4	%

Subordinated Debt - 9.2 % (b)
Post Road Equipment Finance, LLC (c) (k) (m) (n)	Financials		S+ 7.75 % ( 13.14 %), 12/31/2028	$	11,000	$	10,956	$	11,000	2.8	%
Post Road Equipment Finance, LLC (c) (k) (m) (n)	Financials		S+ 7.75 % ( 13.14 %), 12/31/2028	24,500		24,433		24,500		6.4	%
Subtotal Subordinated Debt						$	35,389	$	35,500	9.2	%

Equity/Other - 9.3 % (b) (d)
Center Phase Energy, LLC (c) (i) (l)	Utilities	6/23/2022		1,680		$	1,680	$	1,742	0.5	%
Jakks Pacific, Inc. (a) (c) (l)	Consumer	1/11/2021		783		24		117		0.0	%
Point Broadband Acquisition, LLC (c) (e) (i) (l)	Telecom	10/1/2021		1,159,828		1,160		1,717		0.4	%
Post Road Equipment Finance, LLC (c) (i) (k) (l)	Financials	12/30/2021		29,908,561		32,661		32,600		8.4	%
Subtotal Equity/Other						$	35,525	$	36,176	9.3	%

Total Investments - 194.8 % (b)						$	769,035	$	756,145	194.8	%

(a) All of the Company's investments, except the investments noted by this footnote, are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. At December 31, 2023, qualifying assets represent 100.0 % of the Company's total assets. The significant majority of all investments held are deemed to be illiquid.

(b) Percentages are based on net assets attributable to common stock as of December 31, 2023.

(c) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors (as defined below) as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).

(d) All amounts are in thousands except share amounts.

(e) Non-income producing at December 31, 2023.

(f) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee. The negative fair value, if applicable, is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost, if applicable, is the result of the capitalized discount being greater than the principal amount outstanding on the loan. Please refer to Note 6 - Commitments and Contingencies for additional details.

(g) Unless otherwise indicated, all investments in the consolidated schedules of investments are non-affiliated, non-controlled investments.

(h) The Company's investment or a portion thereof is pledged as collateral under the JPM Credit Facility (as defined in Note 5 ).

(i) Investments are held in the taxable wholly-owned, consolidated subsidiary, FBCC EEF Holdings LLC.

(j) The majority of the investments bear interest at a rate that may be determined by reference Secured Overnight Financing Rate (“SOFR” or “S”), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, the Company has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2023. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities, the all-in rate is disclosed within parentheses.

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

(dollars in thousands, except share and per share data)

December 31, 2023

(k) The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be “non-controlled” when the Company owns 25% or less of the portfolio company’s outstanding voting securities and/or does not have the power to exercise control over the management or policies of such portfolio company. A company is generally presumed to be “controlled” when the Company owns more than 25% of the portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The Company classifies this investment as “controlled”.

(l) Securities exempt from registration under the Securities Act of 1933 (as defined below), and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $ 38.3 million or 9.9 % of the Company’s net assets. The initial acquisition dates have been included for such securities.

(m) The Company’s investment or a portion thereof is held through a total return swap agreement with Nomura Global Financial Products Inc. (“Nomura”).

(n) 40 % of the Company’s investment is pledged as collateral under the total return swap agreement with Nomura.

The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2023:


	At December 31, 2023
	Investments at Fair Value		Percentage of Total Portfolio
Healthcare	$	175,630	23.2	%
Business Services	116,537		15.4	%
Financials	104,783		13.9	%
Software/Services	99,006		13.1	%
Industrials	72,103		9.4	%
Media/Entertainment	45,206		6.0	%
Food & Beverage	34,777		4.6	%
Utilities	32,676		4.3	%
Consumer	22,533		3.0	%
Paper & Packaging	17,923		2.4	%
Chemicals	15,624		2.1	%
Telecom	13,966		1.8	%
Transportation	3,533		0.5	%
Education	1,302		0.2	%
Technology	546		0.1	%
Total	$	756,145	100.0	%

The accompanying notes are an integral part of these consolidated financial statements.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 1 - Organization

Franklin BSP Capital Corporation (the “Company”) is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and has elected to be treated for U.S. federal income tax purposes, and to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company was formed as a Delaware limited liability company on January 29, 2020 and converted to a Delaware corporation on September 23, 2020, pursuant to which Franklin BSP Capital Corporation succeeded to the business of Franklin BSP Capital L.L.C. The Company commenced investment operations on January 7, 2021.

The Company is managed by Franklin BSP Capital Adviser L.L.C. (the “Adviser”), a Delaware limited liability company and an affiliate of Benefit Street Partners L.L.C. (“Benefit Street Partners” or “BSP”) pursuant to an investment advisory agreement (the “Investment Advisory Agreement”). The Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.

The Company’s investment objective is to generate both current income capital and capital appreciation through debt and equity investments. The Company invests primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. The Company defines middle market companies as those with EBITDA of between $ 25 million and $ 100 million annually, although the Company may invest in larger or smaller companies. The Company also may purchase interests in loans or corporate bonds through secondary market transactions.

The Company conducted a private placement of shares of its common stock, par value $ 0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Each investor in the private placement made a capital commitment (the “Capital Commitments”) to purchase shares of Common Stock pursuant to a subscription agreement (a “Subscription Agreement”). Investors were required to make capital contributions to purchase shares of Common Stock (the “Drawdown Purchase Price”) each time the Company delivers a drawdown notice (the “Drawdown Notice”), which were delivered at least ten business days prior to the required funding date, in an aggregate amount not to exceed their respective Capital Commitments.

The Company also conducted a private placement of shares of its preferred stock designated as series A convertible preferred stock (the “Series A Preferred Stock”) in reliance on exemption from the registration requirements of the Securities Act. See Note 10 - Preferred Stock for the terms of such preferred stock, including liquidation preference, distributions, and rights regarding conversion to shares of Common Stock.

On October 2, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Franklin BSP Lending Corporation, a Maryland corporation ("FBLC"), Franklin BSP Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of the Company ("Merger Sub"), and, solely for the limited purposes set forth therein, the Adviser. The Merger Agreement provides details on the purpose of the Mergers (as defined below) and sets forth that, subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into FBLC (the "Merger"), with FBLC continuing as the surviving company and as a wholly-owned subsidiary of the Company. Immediately after the Effective Time, FBLC merged with and into the Company (together with the Merger, the "Mergers"), with the Company continuing as the surviving company. See Note 17 – Merger with FBLC for additional information about the Mergers. FBLC was managed by Franklin BSP Lending Adviser, L.L.C., a subsidiary of BSP since 2016.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The following is a summary of significant accounting policies followed by the Company in the preparation of its consolidated financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The Company is an investment company and accordingly applies specific accounting and financial reporting requirements under Financial Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies .

We have also formed and expect to continue to form consolidated subsidiaries (the "Consolidated Holding Companies"). The Company consolidates the following subsidiaries for accounting purposes: FBCC EEF Holdings LLC, FBCC Jupiter Funding, LLC (“Jupiter Funding”), FBLC Funding I, LLC (“Funding I”), FBLC 57th Street Funding, LLC ("57th Street") and 54th Street Equity Holdings, Inc. The Company owns 100 % of the equity of Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which are consolidated for accounting purposes. All intercompany balances and transactions have been eliminated in consolidation. Prior to October 4, 2023, the Company also consolidated FBCC Lending I, LLC. Refer to Note 5 - Borrowings for additional information.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

Consolidation

As provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially or wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's substantially wholly-owned subsidiaries in its consolidated financial statements. Although the Company owns more than 25 % of the voting securities of FBLC Senior Loan Fund, LLC, ("SLF"), the Company does not have sole control over significant actions of SLF for purposes of the 1940 Act or otherwise, and thus does not consolidate its interest.

Valuation of Portfolio Investments

Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. The board of directors (the “Board of Directors”) has delegated to the Adviser as valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. On a quarterly basis, the Valuation Designee performs an analysis of each investment to determine fair value as follows:

Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Valuation Designee may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Valuation Designee determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined to be readily available, the Valuation Designee uses the quote obtained.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Valuation Designee may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.

With respect to investments for which market quotations are not readily available, the Valuation Designee undertakes a multi-step valuation process each quarter, as described below:

• Each portfolio company or investment will be valued by the Valuation Designee, with assistance from one or more independent valuation firms engaged by the Company's Board of Directors; and

• The independent valuation firm(s) conduct independent appraisals and make an independent assessment of the value of each investment; and

• The Valuation Designee, under the supervision of the Board of Directors, determines the fair value of each investment, in good faith, based on the input of independent valuation firms (to the extent applicable) and the Valuation Designee’s own analysis. The Valuation Designee also has established a valuation committee to assist the Valuation Designee in carrying out its designated responsibilities, subject to oversight of the Board of Directors.

For an investment in an investment fund that does not have a readily determinable fair value, the Valuation Designee measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of ASC 946, as of the Company's measurement date. However, there can be no assurance that the Company will be able to sell such investment at a price equal to its net asset value per share and the Company may ultimately sell such investment at a discount to its net asset value per share.

The Company’s investments in funds that offer periodic liquidity have redemption frequencies which range from monthly to quarterly and redemption notice periods which range from 30 to 90 days. Investments in private equity typically do not offer liquidity and instead, capital is returned through periodic distributions.

Because there is not a readily available market value for most of the investments in its portfolio, the Valuation Designee values substantially all of its portfolio investments at fair value as determined in good faith by its Board of Directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Investment Classification

The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control” is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of a company and/or has the power to exercise control over the management or policies of such portfolio company shall be presumed to control such company. Typically, any person who does not so own more than 25% of the outstanding voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company. Consistent with the 1940 Act, “Affiliated Investments” are defined as those investments in companies in which the Company owns 5% or more of the outstanding voting securities. Consistent with the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company's financing transactions. Restricted cash is held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Cash, cash equivalents and restricted cash are carried at cost which approximates fair value.

Organization and Offering Costs

Organization costs consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of common shares of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations.

The Company will bear the organization and offering expenses incurred in connection with the formation of the Company and the offering of shares of its Common Stock, including the out-of-pocket expenses of the Adviser and its agents and affiliates. In addition, the Company will reimburse the Adviser for the organization and offering costs it incurs on the Company’s behalf. If actual organization and offering costs incurred exceed the greater of $ 1 million or 0.10 % of the Company’s total capital commitments, the Adviser or its affiliate will bear the excess costs. To the extent the Company’s capital commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf provided that the total organization and offering costs borne by the Company do not exceed 0.10 % of total capital commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement. For the three and nine months ended September 30, 2024 and 2023 , respectively, there were no reimbursements from the Adviser.

In connection with the Company’s private placement of shares of its Series A Preferred Stock, the Company incurred various offering costs. These costs are capitalized as a deferred cost and included within redeemable convertible preferred stock Series A on the consolidated statement of assets and liabilities as the preferred shares are issued. The costs are not subject to reimbursement from the Adviser.

Deferred Financing Costs

Financing costs incurred in connection with the Company’s unsecured notes and revolving credit facilities are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 5 - Borrowings .

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Convertible Preferred Stock

We record shares of convertible preferred stock based on proceeds received net of offering costs on the date of issuance. Redeemable preferred stock (including preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity and is reported separately from liabilities and net assets attributable to common stock within the consolidated statements of assets and liabilities.

Distributions

The Company’s Board of Directors authorizes and declares cash distributions payable on a quarterly basis to stockholders of record on each record date. The amount of each such distribution is subject to the discretion of the Board of Directors and applicable legal restrictions related to the payment of distributions. The Company calculates each stockholder’s specific distribution amount for the quarter using record and declaration dates. From time to time, the Company may also pay interim distributions, including capital gains distributions, at the discretion of the Company’s Board of Directors. The Company’s distributions may exceed earnings, especially during the period before it has substantially invested the proceeds from the offering. As a result, a portion of the distributions made by the Company may represent a return of capital for U.S. federal income tax purposes. A return of capital is a return of each stockholder’s investment rather than earnings or gains derived from the Company’s investment activities.

The Company may fund cash distributions to stockholders from any sources of funds available to the Company, including advances from the Adviser that are subject to reimbursement, as well as offering proceeds, borrowings, net investment income from operations, capital gain proceeds from the sale of assets, and non-capital gain proceeds from the sale of assets. The Company has not established limits on the amount of funds it may use from available sources to make distributions. See Note 14 - Income Tax Information and Distributions to Stockholders for additional information.

Revenue Recognition

Interest Income

Investment transactions are accounted for on the trade date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and amortization of premium on investments.

The Company has a number of investments in Collateralized Securities. Interest income from investments in the “equity” class of these Collateralized Securities (in the Company's case, preferred shares or subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows, in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets ("ASC 325-40"). The Company monitors the expected cash inflows from its equity investments in Collateralized Securities, including the expected principal repayments. The effective yield is determined and updated quarterly. When the Company determines that a CLO's cash flows will not be recovered, the amortized cost basis of the CLO is written down as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss.

Dividend Income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

Dividend income from SLF is recorded on accrual basis once dividends are declared by SLF's board of directors. Distributions from SLF are evaluated at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions as dividend income unless there are sufficient accumulated tax-basis earnings and profit in SLF prior to distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Fee Income

Fee income, such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees are generally non-recurring and are recognized as income when earned, either upon receipt or amortized into income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.

Payment-in-Kind Interest/Dividends

The Company may hold debt and equity investments in its portfolio that contain payment-in-kind (“PIK”) interest and dividend provisions. PIK interest and PIK dividends, which represent contractually deferred interest or dividends that add to the investment balance that is generally due at maturity, are recorded on accrual basis to the extent such amounts are expected to be collected.

Non-Accrual Income

Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest, which may include un-capitalized PIK interest is generally reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.

Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation

Gain or loss on the sale of investments is calculated using the specific identification method. The Company measures realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when a gain or loss is realized.

Income Taxes

The Company has elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes in respect of each taxable year if it distributes dividends for federal income tax purposes to stockholders of an amount generally equal to at least 90% of its “investment company taxable income”, as defined in the Code, and determined without regard to any deduction for dividends paid. Distributions declared prior to the filing of the previous year's tax return and paid up to twelve months after the previous tax year can be carried back to the prior tax year in determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Company may be subject to federal excise tax imposed at a rate of 4% on certain undistributed amounts.

The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Company did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities on-going analysis of and changes to tax laws, regulations and interpretations thereof. See Note 14 - Income Tax Information and Distributions to Stockholders for additional information.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses. In addition, the ASU requires specific disclosures related to the title and position of the individual (or the name of the group or committee) identified as the Chief Operating Decision Maker (“CODM”); and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, under a retrospective approach. The Company is assessing the impact of the new ASU on its consolidated financial statements.

Note 3 - Fair Value of Financial Instruments

The Company’s fair value measurements are classified into a fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurement , based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

• Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

• Level 3—Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

For investments for which Level 1 inputs, such as quoted prices, were not available at September 30, 2024 and December 31, 2023, the investments were valued at fair value as determined in good faith using the valuation policy approved by the Board of Directors using Level 2 and Level 3 inputs. The Company evaluates the source of inputs, including any markets in which the Company's investments are trading, in determining fair value. Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s investment portfolio at September 30, 2024 and December 31, 2023 may differ materially from values that would have been used had a ready market for the securities existed.

In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the Board of Directors. Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. On a quarterly basis the Company performs an analysis of each investment to determine fair value as described below.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Company may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined readily available, the Company uses the quote obtained.

For investments in Collateralized Securities, the Valuation Designee models both the assets and liabilities of each Collateralized Securities' capital structure. The model uses a waterfall engine to store the collateral data, generate cash flows from the assets, and distribute the cash flows to the liability structure based on the contractual priority of payments. The cash flows are discounted using rates that incorporate risk factors such as default risk, interest rate risk, downgrade risk, and credit spread risk, among others. In addition, the Valuation Designee considers broker quotations and/or comparable trade activity, which are considered as inputs to determining fair value when available.

As part of the Company's quarterly valuation process, the Valuation Designee may be assisted by one or more independent valuation firms. The Valuation Designee under the supervision of the Board of Directors determines the fair value of each investment, in good faith, based on the input of the independent valuation firm(s) (to the extent applicable) and the Valuation Designee’s own analysis.

Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.

For discussion of the fair value measurement of the Company's borrowings, refer to Note 5 - Borrowings .

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The following table presents fair value measurements of investments, by major class, as of September 30, 2024, according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Measured at Net Asset Value (1)		Total
Senior Secured First Lien Debt	$	—	$	63,941	$	2,735,969	$	—	$	2,799,910
Senior Secured Second Lien Debt	—		27,661		107,013		—		134,674
Subordinated Debt	—		—		198,955		—		198,955
Collateralized Securities	—		—		10,633		—		10,633
Equity/Other	637		8,879		238,065		8,572		256,153
FBLC Senior Loan Fund, LLC	—		—		404,934		—		404,934
Total	$	637	$	100,481	$	3,695,569	$	8,572	$	3,805,259

(1) In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient election have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.

The following table presents fair value measurements of investments, by major class, as of December 31, 2023, according to the fair value hierarchy:


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Senior Secured First Lien Debt	$	—	$	16,639	$	615,704	$	632,343
Senior Secured Second Lien Debt	—		12,973		39,153		52,126
Subordinated Debt	—		—		35,500		35,500
Equity/Other	—		—		36,176		36,176
Total	$	—	$	29,612	$	726,533	$	756,145

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended September 30, 2024:


	Senior Secured First Lien Debt		Senior Secured Second Lien Debt		Subordinated Debt		Collateralized Securities		Equity/Other (1)		Total
Balance as of January 1, 2024	$	615,704	$	39,153	$	35,500	$	—	$	36,176	$	726,533
Purchases and other adjustments to cost (2)	2,614,502		118,141		171,781		21,640		605,085		3,531,149
Sales and repayments	( 449,189 )		( 49,220 )		( 8,108 )		( 11,392 )		8,336		( 509,573 )
Net realized gain (loss)	( 22,832 )		483		( 13 )		814		233		( 21,315 )

Transfers out	—		( 2,361 )		—		—		—		( 2,361 )
Net change in unrealized appreciation (depreciation) on investments	( 22,216 )		817		( 205 )		( 429 )		( 6,831 )		( 28,864 )
Balance as of September 30, 2024	$	2,735,969	$	107,013	$	198,955	$	10,633	$	642,999	$	3,695,569
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:	$	( 29,684 )	$	413	$	( 205 )	$	( 429 )	$	( 6,738 )	$	( 36,643 )

_______________

(1) Includes the Company's investment in FBLC Senior Loan Fund, LLC.

(2) Includes investments acquired in connection with the Mergers.

For the nine months ended September 30, 2024, there were no transfers from Level 2 to Level 3. For the nine months ended September 30, 2024, transfers from Level 3 to Level 2 were due to an increase in the number of observable market inputs.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2023:


	Senior Secured First Lien Debt		Senior Secured Second Lien Debt		Subordinated Debt		Equity/Other		Total
Balance as of January 1, 2023	$	636,074	$	45,575	$	31,414	$	33,969	$	747,032
Purchases and other adjustments to cost	73,738		29		5,040		1,890		80,697
Sales and repayments	( 84,943 )		( 2,162 )		( 987 )		—		( 88,092 )
Net realized gain (loss)	1,295		54		—		—		1,349
Transfers in	5,153		—		—		—		5,153
Transfers out	( 5,857 )		( 3,976 )		—		—		( 9,833 )
Net change in unrealized appreciation (depreciation) on investments	( 9,756 )		( 367 )		33		317		( 9,773 )
Balance as of December 31, 2023	$	615,704	$	39,153	$	35,500	$	36,176	$	726,533
Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the year:	$	( 9,606 )	$	( 361 )	$	33	$	317	$	( 9,617 )

For the year ended December 31, 2023, transfers from Level 2 to Level 3 were due to current assessments of investment liquidity and a decrease in the number of observable market inputs. For the year ended December 31, 2023, transfers from Level 3 to Level 2 were due to an increase in the number of observable market inputs.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The composition of the Company’s investments as of September 30, 2024, at amortized cost and fair value, were as follows:


	Investments at Amortized Cost		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Senior Secured First Lien Debt	$	2,834,697	$	2,799,910	73.7	%
Senior Secured Second Lien Debt	136,493		134,674		3.5
Subordinated Debt	199,064		198,955		5.2
Collateralized Securities	11,061		10,633		0.3
Equity/Other	261,738		256,153		6.7
FBLC Senior Loan Fund, LLC	405,434		404,934		10.6
Total	$	3,848,487	$	3,805,259	100.0	%

The composition of the Company’s investments as of December 31, 2023, at amortized cost and fair value, were as follows:


	Investments at Amortized Cost		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Senior Secured First Lien Debt	$	642,976	$	632,343	83.6	%
Senior Secured Second Lien Debt	55,145		52,126		6.9
Subordinated Debt	35,389		35,500		4.7
Equity/Other	35,525		36,176		4.8
Total	$	769,035	$	756,145	100.0	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Significant Unobservable Inputs

The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of September 30, 2024. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

Range

Asset Category

Fair Value

Primary Valuation Technique

Unobservable Inputs

Minimum

Maximum

Weighted Average (a)

Senior Secured First Lien Debt

2,441,219

Yield Analysis

Market Yield

2.35 %

43.67 %

10.78 %

Senior Secured First Lien Debt (c)

257,223

N/A

Senior Secured First Lien Debt

30,167

Waterfall Analysis

EBITDA Multiple

0.60 x

10.15 x

7.46 x

Senior Secured First Lien Debt

7,360

Waterfall Analysis

Revenue Multiple

0.00 x

0.40 x

0.25 x

Senior Secured Second Lien Debt

103,657

Yield Analysis

Market Yield

13.13 %

23.00 %

16.68 %

Senior Secured Second Lien Debt (b)

2,921

Waterfall Analysis

EBITDA Multiple

4.65 x

Senior Secured Second Lien Debt (b)

435

Waterfall Analysis

Revenue Multiple

0.40 x

Subordinated Debt

149,100

Waterfall Analysis

Tangible Net Asset Value Multiple

1.27 x

1.59 x

1.48 x

Subordinated Debt (b)

41,280

Yield Analysis

Market Yield

9.81 %

Subordinated Debt

8,575

Waterfall Analysis

EBITDA Multiple

9.58 x

10.98 x

9.59 x

Collateralized Securities

7,325

Yield Analysis

Discount Rate

0.00 %

15.04 %

8.99 %

Collateralized Securities (d)

3,308

Waterfall Analysis

Asset Recovery

$ 2.69

$ 2.78

$ 2.76

Equity/Other

196,541

Waterfall Analysis

Tangible Net Asset Value Multiple

1.27 x

1.59 x

1.46 x

Equity/Other

37,501

Waterfall Analysis

EBITDA Multiple

3.50 x

26.73 x

11.01 x

Equity/Other (b)

2,387

Yield Analysis

Market Yield

11.57 %

Equity/Other (b)

1,615

Waterfall Analysis

Adjusted BV Multiple

2.40 x

Equity/Other

Waterfall Analysis

Revenue Multiple

0.20 x

0.40 x

0.32 x

Equity/Other

—

Waterfall Analysis

Discount Rate

16.75 %

FBLC Senior Loan Fund, LLC (b)

404,934

Discounted Cash Flow

Discount Rate

12.85 %

Total

3,695,569

______________

(a) Weighted averages are calculated based on fair value of investments.

(b) This asset category contains one investment.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

(d) Range and weighted average shown in millions.

There were no significant changes in valuation approach or technique as of September 30, 2024.

The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of December 31, 2023. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

Range

Asset Category

Fair Value

Primary Valuation Technique

Unobservable Inputs

Minimum

Maximum

Weighted Average (a)

Senior Secured First Lien Debt

597,286

Yield Analysis

Market Yield

8.81 %

25.58 %

11.00 %

Senior Secured First Lien Debt (c)

15,649

N/A

Senior Secured First Lien Debt (b)

2,769

Waterfall Analysis

EBITDA Multiple

6.00 x

Senior Secured Second Lien Debt

39,153

Yield Analysis

Market Yield

13.35 %

20.50 %

14.95 %

Subordinated Debt

35,500

Waterfall Analysis

Tangible Net Asset Value Multiple

1.75 x

Equity/Other (b)

32,600

Waterfall Analysis

Tangible Net Asset Value Multiple

1.75 x

Equity/Other

3,459

Waterfall Analysis

EBITDA Multiple

11.87 x

24.50 x

18.14 x

Equity/Other (b)

117

Yield Analysis

Market Yield

13.50 %

Total

726,533

______________

(a) Weighted averages are calculated based on fair value of investments.

(b) This asset category contains one investment.

There were no significant changes in valuation approach or technique as of December 31, 2023.

Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.

Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets.

The income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2024 and December 31, 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Valuations of loans, corporate debt, and other debt obligations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analysis, which incorporate comparisons to other debt instruments for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. The Company also considers the use of EBITDA multiples, revenue multiples, tangible net asset value multiples, TBV multiples, and other relevant multiples on its debt and equity investments to determine any credit gains or losses in certain instances. Increases or decreases in either of these inputs in isolation may result in a significantly lower or higher fair value measurement of the respective subject instrument.

As of September 30, 2024 the Company had seven portfolio companies on non-accrual with a total amortized cost of $ 59.1 million and fair value of $ 42.9 million, which represented 1.5 % and 1.1 % of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2023 , the Company h ad no po rtfolio companies on non-accrual status. The increase of portfolio companies on non-accrual status was partially a result of the Mergers; whereby, the Company acquired FBLC’s assets, including its non-accrual assets. Refer to Note 2 - Summary of Significant Accounting Policies for additional details regarding the Company’s non-accrual policy.

FBLC Senior Loan Fund, LLC

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to the joint venture formed on January 20, 2021, between FBLC and Cliffwater Corporate Lending Fund (“CCLF”), FBLC Senior Loan Fund, LLC (“SLF”). SLF invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by the Company for financial reporting purposes. The Company provides capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5 % and 12.5 %, respectively, of the LLC equity interests of SLF. On July 2, 2024, the Company contributed $ 100.0 million of additional capital into SLF. As of September 30, 2024, the Company and CCLF owned 84.0 % and 16.0 %, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, an affiliate of the Company, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. The Company and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.

As of September 30, 2024, the Company’s investment in SLF consisted of equity contributions of $ 404.9 million. The Company’s investment in SLF is classified as “Equity/Other” on the consolidated schedules of investments, and other disclosures unless otherwise indicated.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Below is a summary of SLF’s portfolio as of September 30, 2024 and December 31, 2023. A listing of the individual investments in SLF’s portfolio as of such dates can be found below:


	September 30, 2024		December 31, 2023
	(Unaudited)
Total assets	$	1,148,316	$	946,605
Total investments (1)	$	1,102,297	$	877,688
Weighted Average Current Yield for Total Portfolio (2)	9.7 %		11.0 %
Number of Portfolio companies in SLF	214		172
Largest portfolio company investment (1)	$	17,141	$	19,838
Total of five largest portfolio company investments (1)	$	72,402	$	82,467

————————

(1) At fair value.

(2) Includes the effect of the amortization or accretion of loan premiums or discounts.

SLF may invest in portfolio companies in the same industries in which the Company directly invests.

Below is a listing of SLF’s individual investments as of September 30, 2024:


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Senior Secured First Lien Debt
Acrisure, LLC (b)	Financials	S+ 3.00 % ( 7.96 %)	2/16/2027	$	17,217	$	17,013	$	17,141	3.5	%
Adtalem Global Education, Inc. (f)	Education	S+ 2.75 % ( 7.60 %)	8/14/2028	582		582		582		0.1	%
Adtalem Global Education, Inc. (f)	Education	5.50 %	3/1/2028	1,042		1,042		1,028		0.2	%
Advisor Group, Inc. (f)	Financials	S+ 4.00 % ( 8.85 %)	8/17/2028	5,505		5,460		5,440		1.1	%
Air Canada	Transportation	3.88 %	8/15/2026	5,000		4,750		4,870		1.0	%
Albion Financing 3 SARL (b)	Business Services	S+ 4.25 % ( 9.83 %)	8/17/2029	3,058		3,058		3,070		0.6	%
Alliant Holdings Intermediate, LLC (b)	Financials	S+ 3.00 % ( 7.97 %)	9/19/2031	5,000		4,988		4,970		1.0	%
Alpha Generation, LLC (b)	Utilities	S+ 2.75 % ( 7.60 %)	9/30/2031	2,813		2,805		2,812		0.6	%
Altice Financing, SA (f)	Telecom	5.00 %	1/15/2028	2,000		1,957		1,687		0.3	%
Altice France, SA (b) (e)	Telecom	S+ 5.50 % ( 10.80 %)	8/15/2028	12,385		12,365		9,252		1.9	%
Alvogen Pharma US, Inc. (b)	Healthcare	S+ 7.50 % ( 12.25 %)	6/30/2025	10,444		10,422		9,269		1.9	%
Amentum Government Services Holdings, LLC (b)	Industrials	S+ 2.25 % ( 7.11 %)	9/29/2031	8,571		8,550		8,539		1.7	%
American Airlines Inc/AAdvantage Loyalty IP, Ltd. (b)	Transportation	S+ 4.75 % ( 10.29 %)	4/20/2028	4,781		4,752		4,911		1.0	%
American Builders & Contractors Supply Co., Inc.	Industrials	4.00 %	1/15/2028	2,000		1,902		1,925		0.4	%
AP Gaming I, LLC (f)	Gaming/Lodging	S+ 3.75 % ( 8.60 %)	2/15/2029	7,085		7,003		7,107		1.4	%
Apollo Commercial Real Estate Finance, Inc. (f)	Financials	4.63 %	6/15/2029	3,000		3,000		2,689		0.5	%
AppLovin Corp. (b)	Media/Entertainment	S+ 2.50 % ( 7.35 %)	10/25/2028	8,798		8,790		8,792		1.8	%
Arches Buyer, Inc.	Publishing	4.25 %	6/1/2028	3,000		2,638		2,757		0.6	%
Arches Buyer, Inc. (b)	Publishing	S+ 3.25 % ( 8.20 %)	12/6/2027	2,977		2,909		2,850		0.6	%
Arcosa, Inc. (b)	Industrials	S+ 2.25 % ( 7.09 %)	8/12/2031	1,300		1,300		1,297		0.3	%
Artera Services, LLC (b)	Utilities	S+ 4.50 % ( 9.10 %)	2/18/2031	3,590		3,572		3,491		0.7	%
Ascend Learning, LLC (f)	Education	S+ 3.50 % ( 8.45 %)	12/11/2028	4,937		4,694		4,912		1.0	%
Ascensus Holidngs, Inc. (b)	Business Services	S+ 3.50 % ( 8.46 %)	8/2/2028	7,565		7,558		7,550		1.5	%
ASP LS Acquisition Corp. (b)	Transportation	S+ 4.50 % ( 9.37 %)	5/8/2028	3,862		3,114		2,407		0.5	%
Astoria Energy, LLC (f)	Utilities	S+ 3.25 % ( 8.10 %)	12/10/2027	1,769		1,769		1,771		0.4	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Asurion, LLC (b)	Business Services	S+ 3.25 % ( 8.21 %)	12/23/2026	$	4,016	$	3,983	$	4,011	0.8	%
Athenahealth Group, Inc. (b)	Healthcare	S+ 3.25 % ( 8.10 %)	2/15/2029	12,723		12,671		12,630		2.6	%
Athletico Management, LLC (f)	Healthcare	S+ 4.25 % ( 9.00 %)	2/15/2029	4,888		4,870		3,735		0.8	%
Avaya Holdings Corp.	Technology	S+ 7.50 % ( 12.35 %)	8/1/2028	2,552		2,511		2,243		0.5	%
Azalea TopCo, Inc. (b)	Healthcare	S+ 3.50 % ( 8.35 %)	4/30/2031	3,330		3,298		3,322		0.7	%
Baldwin Insurance Group Holdings, LLC (b)	Financials	S+ 3.25 % ( 8.10 %)	5/26/2031	3,520		3,511		3,520		0.7	%
Bally's Corp. (b) (f)	Gaming/Lodging	S+ 3.25 % ( 8.79 %)	10/2/2028	4,937		4,900		4,696		1.0	%
Bella Holding Co., LLC (b) (f)	Healthcare	S+ 3.75 % ( 8.70 %)	5/10/2028	8,128		8,098		8,120		1.6	%
Berlin Packaging, LLC (f)	Paper & Packaging	S+ 3.75 % ( 8.35 %)	6/9/2031	3,032		3,025		3,029		0.6	%
Blackhawk Network Holdings, Inc. (b)	Consumer	S+ 5.00 % ( 9.85 %)	3/12/2029	4,988		4,895		5,006		1.0	%
Blackstone CQP Holdco, LP (b) (f)	Industrials	S+ 2.25 % ( 6.85 %)	12/31/2030	12,355		12,361		12,333		2.4	%
Broadstreet Partners, Inc. (f)	Financials	S+ 3.25 % ( 8.10 %)	6/16/2031	1,855		1,853		1,847		0.4	%
Brown Group Holding, LLC (b)	Other	S+ 2.75 % ( 8.00 %)	7/1/2031	3,000		3,000		2,992		0.6	%
Cablevision Lightpath, LLC (f)	Telecom	3.88 %	9/15/2027	2,000		1,958		1,903		0.4	%
Caesars Entertainment, Inc. (b)	Gaming/Lodging	S+ 2.75 % ( 7.60 %)	2/6/2031	8,761		8,747		8,750		1.8	%
Calpine Construction Finance Co., LP (f)	Utilities	S+ 2.00 % ( 6.85 %)	7/31/2030	2,494		2,499		2,476		0.5	%
Catalent Pharma Solutions, Inc. (f)	Healthcare	S+ 2.00 % ( 7.03 %)	2/22/2028	2,481		2,452		2,478		0.5	%
CCI Buyer, Inc. (b)	Telecom	S+ 4.00 % ( 8.60 %)	12/17/2027	7,442		7,394		7,427		1.5	%
CD&R Hydra Buyer, Inc. (b)	Industrials	S+ 4.00 % ( 8.95 %)	3/25/2031	6,269		6,238		6,221		1.2	%
Charter Communications Operating, LLC	Cable	2.25 %	1/15/2029	400		357		356		0.1	%
Cirque Du Soleil Holding USA Newco, Inc. (f)	Media/Entertainment	S+ 3.75 % ( 8.35 %)	3/8/2030	6,433		6,404		6,338		1.3	%
Citadel Securities, LP (b)	Financials	S+ 2.25 % ( 7.10 %)	7/29/2030	4,455		4,452		4,451		0.9	%
Cloud Software Group, Inc. (b)	Software/Services	S+ 4.50 % ( 9.10 %)	3/21/2031	2,000		1,985		2,004		0.4	%
CLP Health Services, Inc. (b)	Healthcare	S+ 4.25 % ( 9.57 %)	12/31/2026	7,595		7,582		7,497		1.5	%
CNT Holdings I Corp. (f)	Consumer	S+ 3.50 % ( 8.75 %)	11/8/2027	3,378		3,378		3,383		0.7	%
CommerceHub, Inc. (f)	Technology	S+ 4.00 % ( 9.20 %)	12/29/2027	4,961		4,961		4,607		0.9	%
Compass Power Generation, LLC (b)	Utilities	S+ 3.75 % ( 8.60 %)	4/16/2029	7,828		7,710		7,865		1.6	%
Connect Finco SARL (f)	Telecom	S+ 3.50 % ( 8.35 %)	12/11/2026	2,175		2,178		2,161		0.4	%
Connectwise, LLC (b) (f)	Software/Services	S+ 3.50 % ( 8.37 %)	9/29/2028	12,792		12,760		12,760		2.6	%
Conservice Midco, LLC (b)	Business Services	S+ 3.50 % ( 8.35 %)	5/13/2027	7,488		7,488		7,494		1.5	%
Corelogic, Inc. (b)	Business Services	S+ 3.50 % ( 8.46 %)	6/2/2028	4,983		4,951		4,926		1.0	%
Cornerstone Building Brands, Inc. (f)	Industrials	S+ 4.50 % ( 9.60 %)	5/15/2031	1,380		1,373		1,362		0.3	%
Cornerstone Building Brands, Inc. (b)	Industrials	S+ 5.63 % ( 10.72 %)	8/1/2028	3,315		3,380		3,325		0.7	%
Cornerstone Building Brands, Inc. (b)	Industrials	S+ 3.25 % ( 8.45 %)	4/12/2028	2,494		2,412		2,438		0.5	%
Cotiviti, Inc. (b)	Healthcare	7.63 %	5/1/2031	2,500		2,482		2,509		0.5	%
Cotiviti, Inc. (b)	Healthcare	S+ 3.25 % ( 8.09 %)	5/1/2031	9,950		9,904		9,938		2.0	%
Crisis Prevention Institute, Inc. (b)	Education	S+ 4.75 % ( 9.35 %)	4/9/2031	2,333		2,322		2,334		0.5	%
Directv Financing, LLC (b)	Media/Entertainment	S+ 5.00 % ( 9.96 %)	8/2/2027	1,793		1,780		1,792		0.4	%
Division Holding Corp. (b)	Business Services	S+ 4.75 % ( 9.71 %)	5/26/2028	7,892		7,892		7,872		1.6	%
Dynasty Acquisition Co., Inc. (e)	Industrials	S+ 3.50 % ( 8.35 %)	8/24/2028	2,364		2,332		2,365		0.5	%
Dynasty Acquisition Co., Inc. (e)	Industrials	S+ 3.50 % ( 8.35 %)	8/24/2028	5,516		5,444		5,517		1.1	%
Edgewater Generation, LLC (b)	Utilities	S+ 4.25 % ( 9.10 %)	8/1/2030	7,500		7,427		7,560		1.5	%
EIG Management Co., LLC (b)	Financials	S+ 5.00 % ( 9.97 %)	5/17/2029	4,938		4,843		4,863		1.0	%
Emerald Borrower, LP (b) (f)	Industrials	S+ 2.50 % ( 7.56 %)	8/4/2031	5,330		5,322		5,316		1.1	%
Ensemble RCM, LLC (b)	Healthcare	S+ 3.00 % ( 8.25 %)	8/1/2029	9,292		9,222		9,299		1.9	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Entain, PLC (b) (f)	Gaming/Lodging	S+ 2.75 % ( 8.01 %)	10/31/2029	$	3,494	$	3,486	$	3,492	0.7	%
Epicor Software Corp. (b) (f)	Software/Services	S+ 3.25 %	5/30/2031	422		( 1 )		—		—	%
Epicor Software Corp. (b) (f)	Software/Services	S+ 3.25 % ( 8.10 %)	5/30/2031	3,596		3,589		3,597		0.7	%
Fiesta Purchaser, Inc. (b)	Food & Beverage	S+ 4.00 % ( 8.85 %)	2/12/2031	2,494		2,471		2,493		0.5	%
First Advantage Holdings, LLC (b)	Business Services	S+ 3.25 % ( 8.07 %)	9/19/2031	4,500		4,478		4,478		0.9	%
First Brands Group, LLC (f)	Consumer	S+ 5.00 % ( 10.51 %)	3/30/2027	4,955		4,936		4,896		1.0	%
Fitness International, LLC (b)	Consumer	S+ 5.25 % ( 10.51 %)	2/12/2029	9,950		9,681		9,913		2.0	%
Focus Financial Partners, LLC (f)	Financials	S+ 3.25 %	9/11/2031	873		—		( 3 )		0.0	%
Focus Financial Partners, LLC (f)	Financials	S+ 3.25 % ( 8.04 %)	9/11/2031	8,127		8,107		8,100		1.5	%
Foley Products Co., LLC (b)	Industrials	S+ 4.75 % ( 9.50 %)	12/29/2028	2,394		2,376		2,403		0.5	%
Foresight Energy Operating, LLC (b)	Energy	S+ 8.00 % ( 12.70 %)	6/30/2027	658		639		658		0.1	%
Foundation Building Materials, Inc. (b)	Industrials	S+ 4.00 % ( 9.25 %)	1/29/2031	12,350		12,258		12,008		2.3	%
Freeport LNG Investments, LLLP (b)	Energy	S+ 3.00 % ( 8.10 %)	11/17/2026	5,904		5,869		5,872		1.2	%
Galaxy US OpCo, Inc. (b) (f)	Software/Services	S+ 4.75 % ( 10.00 %)	4/30/2029	7,760		7,029		6,487		1.3	%
Genesys Cloud Services Holdings II, LLC (b)	Software/Services	S+ 3.50 % ( 8.35 %)	12/1/2027	4,803		4,743		4,808		1.0	%
Geon Performance Solutions, LLC (b)	Chemicals	S+ 4.25 % ( 9.12 %)	8/18/2028	4,577		4,554		4,579		0.9	%
Geosyntec Consultants, Inc. (b)	Business Services	S+ 3.75 % ( 8.60 %)	7/31/2031	9,250		9,205		9,233		1.9	%
GIP Pilot Acquisition Partners, LP (b)	Energy	S+ 2.50 % ( 7.82 %)	10/4/2030	1,244		1,238		1,245		0.3	%
Global Medical Response, Inc. (b)	Healthcare	S+ 5.50 % ( 10.46 %) 0.75 % PIK	10/31/2028	9,978		9,819		9,906		1.9	%
Grant Thornton Advisors, LLC (f)	Business Services	S+ 3.25 % ( 8.10 %)	5/31/2031	1,790		1,790		1,792		0.4	%
Green Energy Partners/Stonewall, LLC	Utilities	S+ 6.00 % ( 10.87 %)	11/12/2026	7,424		7,072		7,424		1.5	%
Gulfside Supply, Inc. (b)	Industrials	S+ 3.00 % ( 8.29 %)	6/17/2031	4,963		4,963		4,957		1.0	%
GVC Holdings Gibraltar, Ltd. (f)	Gaming/Lodging	S+ 2.50 % ( 7.86 %)	3/29/2027	4,838		4,837		4,851		1.0	%
Hamilton Projects Acquiror, LLC (f)	Utilities	S+ 3.75 % ( 8.60 %)	5/30/2031	7,122		7,105		7,165		1.5	%
HelpSystems Holdings, Inc. (b)	Software/Services	S+ 4.00 % ( 8.95 %)	11/19/2026	4,987		4,336		4,748		1.0	%
Hudson River Trading, LLC (b)	Financials	S+ 3.00 % ( 8.32 %)	3/20/2028	5,296		5,254		5,288		1.1	%
Hunter Douglas, Inc. (b) (f)	Consumer	S+ 3.50 % ( 8.57 %)	2/25/2029	4,982		4,965		4,932		1.0	%
Icon Parent, Inc. (b)	Software/Services	S+ 3.00 % ( 7.85 %)	9/11/2031	5,000		4,975		4,960		1.0	%
ICP Industrial, Inc. (f)	Chemicals	S+ 3.75 % ( 8.62 %)	12/29/2027	5,012		5,007		4,351		0.9	%
IDERA, Inc. (f)	Technology	S+ 3.50 % ( 8.75 %)	3/2/2028	6,807		6,809		6,667		1.4	%
IXS Holdings, Inc. (b) (f)	Transportation	S+ 4.25 % ( 8.95 %)	3/5/2027	7,467		7,235		7,257		1.5	%
Jack Ohio Finance, LLC (f)	Gaming/Lodging	S+ 4.75 % ( 9.71 %)	10/4/2028	3,884		3,873		3,883		0.8	%
Jane Street Group, LLC (f)	Financials	4.50 %	11/15/2029	7,000		6,690		6,733		1.4	%
Jazz Securities, DAC	Healthcare	4.38 %	1/15/2029	1,000		934		968		0.2	%
Johnstone Supply, LLC (f)	Industrials	S+ 3.00 % ( 8.17 %)	6/9/2031	2,500		2,494		2,492		0.5	%
Jump Financial, LLC (b)	Financials	S+ 4.50 % ( 9.37 %)	8/7/2028	7,287		7,208		7,196		1.5	%
Kuehg Corp. (f)	Education	S+ 4.50 % ( 9.10 %)	6/12/2030	4,950		4,762		4,961		1.0	%
LABL, Inc. (b)	Paper & Packaging	S+ 5.00 % ( 9.95 %)	10/30/2028	4,974		4,923		4,853		1.0	%
Lakeshore Learning Materials, LLC (f)	Retail	S+ 3.50 % ( 8.46 %)	9/29/2028	4,962		4,962		4,963		1.0	%
LBM Acquisition, LLC (b) (f)	Industrials	S+ 3.75 % ( 9.19 %)	12/17/2027	4,987		4,978		4,951		1.0	%
LifePoint Health, Inc. (f)	Healthcare	4.38 %	2/15/2027	1,999		2,000		1,956		0.4	%
LifePoint Health, Inc. (b)	Healthcare	S+ 4.75 % ( 10.05 %)	11/16/2028	4,848		4,750		4,838		1.0	%
Lightning Power, LLC (b)	Utilities	S+ 3.25 % ( 8.35 %)	8/18/2031	4,500		4,455		4,507		0.9	%
Lightstone Holdco, LLC (b) (f)	Utilities	S+ 5.75 % ( 11.00 %)	1/29/2027	15,913		14,978		16,107		3.2	%
Lightstone Holdco, LLC (b) (f)	Utilities	S+ 5.75 % ( 11.00 %)	1/29/2027	900		848		911		0.2	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Liquid Tech Solutions Holdings, LLC (b) (f)	Industrials	S+ 4.75 % ( 9.71 %)	3/20/2028	$	9,933	$	9,903	$	9,933	2.0	%
Luxembourg Investment Co., 428 SARL	Chemicals	S+ 7.00 % ( 11.95 %)	1/3/2029	3,686		3,660		46		0.0	%
Madison IAQ, LLC (f)	Industrials	4.13 %	6/30/2028	2,000		1,989		1,930		0.4	%
Magnite, Inc. (b)	Technology	S+ 3.75 % ( 8.60 %)	2/6/2031	4,988		4,941		5,019		1.0	%
Max US Bidco, Inc. (b)	Food & Beverage	S+ 5.00 % ( 9.85 %)	10/3/2030	4,975		4,754		4,698		1.0	%
Medallion Midland Acquisition, LP (f)	Energy	S+ 3.50 % ( 8.31 %)	10/18/2028	5,487		5,467		5,488		1.1	%
Medline Borrower, LP (f)	Healthcare	S+ 2.25 % ( 7.10 %)	10/23/2028	4,000		4,000		3,994		0.8	%
MH Sub I, LLC (b) (f)	Business Services	S+ 4.25 % ( 9.10 %)	5/3/2028	7,443		7,312		7,391		1.5	%
Michael Baker International, LLC (b)	Industrials	S+ 4.75 % ( 9.60 %)	12/1/2028	3,251		3,230		3,263		0.7	%
MPH Acquisition Holdings, LLC (b)	Healthcare	S+ 4.25 % ( 9.57 %)	9/1/2028	871		859		653		0.1	%
MYOB US Borrower, LLC (f)	Business Services	S+ 4.00 % ( 8.85 %)	5/6/2026	5,313		5,308		5,244		1.1	%
National Mentor Holdings, Inc. (f)	Healthcare	S+ 3.75 % ( 8.45 %)	3/2/2028	150		149		144		0.0	%
National Mentor Holdings, Inc. (b) (f)	Healthcare	S+ 3.75 % ( 8.70 %)	3/2/2028	4,322		4,311		4,146		0.8	%
Nexus Buyer, LLC (b)	Financials	S+ 4.00 % ( 8.85 %)	7/31/2031	7,174		7,138		7,107		1.4	%
Nouryon Finance B.V. (e) (f)	Chemicals	S+ 3.50 % ( 8.63 %)	4/3/2028	4,563		4,542		4,563		0.9	%
Omnia Partners, LLC (f)	Business Services	S+ 3.25 % ( 8.53 %)	7/25/2030	6,230		6,192		6,242		1.3	%
OneDigital Borrower, LLC (f)	Financials	S+ 3.25 % ( 8.10 %)	7/2/2031	6,858		6,825		6,792		1.4	%
Oscar AcquisitionCo, LLC (f)	Industrials	S+ 4.25 % ( 8.85 %)	4/30/2029	4,956		4,906		4,890		1.0	%
Peer Holding III B.V. (b)	Retail	S+ 3.00 % ( 7.60 %)	7/1/2031	6,000		6,000		6,010		1.2	%
Peraton Corp. (b)	Industrials	S+ 3.75 % ( 8.70 %)	2/1/2028	4,920		4,895		4,725		1.0	%
PetSmart, LLC (f)	Retail	S+ 3.75 % ( 8.70 %)	2/11/2028	2,481		2,479		2,456		0.5	%
PG&E Corp.	Utilities	4.25 %	12/1/2027	3,000		2,998		3,244		0.7	%
Pluto Acquisition I, Inc. (b)	Healthcare	S+ 4.00 % ( 9.13 %)	9/20/2028	9,754		9,754		8,893		1.7	%
PODS, LLC (b) (f)	Paper & Packaging	S+ 3.00 % ( 8.51 %)	3/31/2028	7,462		7,123		7,041		1.4	%
Power Stop, LLC (f)	Transportation	S+ 4.75 % ( 9.91 %)	1/26/2029	3,158		3,132		3,031		0.6	%
PRA Health Sciences, Inc.	Healthcare	2.88 %	7/15/2026	8,600		8,232		8,315		1.7	%
Pregis TopCo, LLC (b)	Paper & Packaging	S+ 4.00 % ( 8.85 %)	7/31/2026	6,747		6,722		6,753		1.4	%
Pretzel Parent, Inc. (b)	Media/Entertainment	S+ 4.50 % ( 9.34 %)	8/14/2031	3,500		3,448		3,504		0.7	%
Proofpoint, Inc. (b)	Software/Services	S+ 3.00 % ( 7.85 %)	8/31/2028	6,324		6,287		6,320		1.3	%
Pug, LLC (f)	Media/Entertainment	S+ 4.75 % ( 9.60 %)	3/15/2030	4,777		4,711		4,763		1.0	%
Quikrete Holdings, Inc. (f)	Industrials	S+ 2.25 % ( 7.10 %)	3/19/2029	1,739		1,739		1,738		0.4	%
Quikrete Holdings, Inc. (f)	Industrials	S+ 2.50 % ( 7.35 %)	4/14/2031	6,078		6,064		6,078		1.2	%
Radar Bidco SARL (b)	Transportation	S+ 4.25 % ( 9.56 %)	4/4/2031	1,676		1,668		1,673		0.3	%
Radiology Partners, Inc. (f)	Healthcare	S+ 5.00 % ( 10.38 %) 1.50 % PIK	1/31/2029	9,482		8,956		9,262		1.9	%
Recess Holdings, Inc. (b)	Consumer	S+ 4.50 % ( 9.75 %)	2/20/2030	12,444		12,307		12,478		2.4	%
Renaissance Holding Corp. (f)	Software/Services	S+ 4.25 % ( 9.10 %)	4/8/2030	1,980		1,979		1,978		0.4	%
Resolute Investment Managers, Inc.	Financials	S+ 6.50 % ( 11.37 %)	4/30/2027	2,439		2,439		2,439		0.5	%
Restoration Hardware, Inc. (b) (f)	Retail	S+ 2.50 % ( 7.46 %)	10/20/2028	4,981		4,799		4,784		1.0	%
Revere Power, LLC (b)	Utilities	S+ 4.25 % ( 9.00 %)	3/30/2026	6,868		6,306		6,811		1.4	%
Revere Power, LLC (b)	Utilities	S+ 4.25 % ( 9.00 %)	3/30/2026	605		555		600		0.1	%
Roper Industrial Products Investment Co., LLC (f)	Industrials	S+ 3.25 % ( 7.85 %)	11/22/2029	7,496		7,334		7,507		1.5	%
Russell Investments US Institutional Holdco, Inc. (b)	Financials	S+ 6.50 % ( 11.75 %) 1.50 % PIK	5/28/2027	5,820		5,672		4,997		1.0	%
RXB Holdings, Inc. (b) (f)	Healthcare	S+ 4.50 % ( 9.47 %)	12/20/2027	9,923		9,922		9,911		1.9	%
Ryan Specialty Group, LLC (b)	Financials	S+ 2.25 % ( 7.10 %)	9/15/2031	2,001		1,997		1,998		0.4	%
S&S Holdings, LLC (f)	Consumer	S+ 5.00 % ( 10.07 %)	3/13/2028	6,755		6,631		6,715		1.4	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Safety Products/JHC Acquisition Corp. (b)	Industrials	S+ 4.50 % ( 9.45 %)	6/28/2026	$	401	$	390	$	400	0.1	%
Safety Products/JHC Acquisition Corp. (b) (f)	Industrials	S+ 4.50 % ( 9.45 %)	6/28/2026	7,409		7,254		7,399		1.5	%
Sedgwick Claims Management Services, Inc. (b)	Business Services	S+ 3.00 % ( 8.25 %)	7/31/2031	7,309		7,291		7,292		1.5	%
Sierra Enterprises, LLC (b)	Food & Beverage	S+ 6.75 % ( 12.00 %) 4.25 % PIK	5/10/2027	5,187		5,121		4,906		1.0	%
SK Neptune Husky Finance SARL	Chemicals	S+ 10.00 % ( 15.59 %) 2.00 % PIK	4/30/2024	650		645		293		0.1	%
Sonrava Health Holdings, LLC	Healthcare	S+ 6.50 % ( 11.50 %)	5/18/2028	1,861		1,604		1,842		0.4	%
Sonrava Health Holdings, LLC (f)	Healthcare	S+ 6.50 % ( 11.50 %) 5.50 % PIK	8/18/2028	10,040		10,038		7,438		1.5	%
Sotera Health Holdings, LLC (f)	Healthcare	S+ 3.25 % ( 8.10 %)	5/30/2031	10,000		9,951		9,963		1.9	%
Specialty Building Products Holdings, LLC (b)	Industrials	S+ 3.75 % ( 8.70 %)	10/16/2028	4,974		4,960		4,935		1.0	%
Staples, Inc. (f)	Business Services	S+ 5.75 % ( 10.69 %)	9/4/2029	7,364		7,082		6,681		1.4	%
Team Health Holdings, Inc. (f)	Healthcare	S+ 5.25 % ( 10.50 %)	3/2/2027	2,753		2,675		2,627		0.5	%
Tecta America Corp. (f)	Industrials	S+ 4.00 % ( 8.96 %)	4/10/2028	8,795		8,782		8,826		1.8	%
Tenet Healthcare Corp.	Healthcare	4.25 %	6/1/2029	2,000		1,893		1,928		0.4	%
TransDigm, Inc. (f)	Industrials	S+ 2.50 % ( 7.10 %)	2/28/2031	5,970		5,956		5,945		1.2	%
Traverse Midstream Partners, LLC (b)	Energy	S+ 3.50 % ( 8.75 %)	2/16/2028	12,849		12,841		12,853		2.6	%
Triton Water Holdings, Inc. (f)	Food & Beverage	S+ 3.25 % ( 8.12 %)	3/31/2028	7,256		7,246		7,241		1.5	%
Triton Water Holdings, Inc. (b)	Food & Beverage	S+ 4.00 % ( 8.60 %)	3/31/2028	1,737		1,715		1,735		0.4	%
Truck Hero, Inc. (f)	Transportation	S+ 5.00 % ( 9.96 %)	1/31/2028	1,493		1,462		1,482		0.3	%
Truck Hero, Inc. (b) (f)	Transportation	S+ 3.50 % ( 8.46 %)	1/31/2028	7,472		7,397		7,338		1.5	%
Truist Insurance Holdings, LLC (b)	Financials	S+ 3.25 % ( 7.85 %)	5/6/2031	4,285		4,275		4,274		0.9	%
UKG, Inc. (b) (f)	Technology	S+ 3.25 % ( 8.56 %)	2/10/2031	9,735		9,664		9,735		1.9	%
United Airlines, Inc.	Transportation	4.38 %	4/15/2026	2,000		1,950		1,966		0.4	%
United Airlines, Inc. (f)	Transportation	4.63 %	4/15/2029	500		454		483		0.1	%
United Airlines, Inc. (b)	Transportation	S+ 2.75 % ( 8.03 %)	2/22/2031	4,478		4,458		4,479		0.9	%
University Support Services, LLC (f)	Education	S+ 2.75 % ( 7.60 %)	2/12/2029	7,284		7,271		7,258		1.5	%
US Anesthesia Partners, Inc. (b) (f)	Healthcare	S+ 4.25 % ( 9.57 %)	10/2/2028	7,504		7,014		7,341		1.5	%
Venga Finance SARL (b)	Telecom	S+ 4.25 % ( 9.57 %)	6/28/2029	3,920		3,826		3,927		0.8	%
Victory Buyer, LLC (b)	Industrials	S+ 3.75 % ( 8.72 %)	11/20/2028	7,468		7,184		7,162		1.5	%
Virgin Media Bristol, LLC (f)	Telecom	S+ 3.25 % ( 8.66 %)	3/31/2031	2,500		2,497		2,385		0.5	%
Vistra Operations Co., LLC (f)	Utilities	S+ 2.00 % ( 6.85 %)	12/20/2030	2,481		2,485		2,481		0.5	%
VS Buyer, LLC (b)	Software/Services	S+ 3.25 % ( 8.35 %)	4/14/2031	1,067		1,065		1,067		0.2	%
Vyaire Medical, Inc.	Healthcare	S+ 7.00 % ( 12.30 %) 6.00 % PIK	10/10/2024	905		899		918		0.2	%
Vyaire Medical, Inc.	Healthcare	S+ 7.00 % ( 12.30 %) 6.00 % PIK	10/10/2024	2,365		2,229		235		0.0	%
Vyaire Medical, Inc.	Healthcare	P+ 5.75 % ( 13.75 %)	4/16/2025	4,922		4,638		—		—	%
WaterBridge Midstream Operating, LLC (b)	Energy	S+ 4.75 % ( 9.39 %)	6/27/2029	10,000		9,904		9,646		1.9	%
Waterbridge NDB Operating, LLC (f)	Energy	S+ 4.50 % ( 9.60 %)	5/10/2029	2,970		2,942		2,962		0.6	%
Watlow Electric Manufacturing, Co. (b)	Industrials	S+ 3.75 % ( 9.26 %)	3/2/2028	4,670		4,656		4,681		0.9	%
Waystar Technologies, Inc. (b)	Healthcare	S+ 2.75 % ( 7.60 %)	10/22/2029	1,326		1,325		1,325		0.3	%
WCG Purchaser Corp. (f)	Healthcare	S+ 3.50 % ( 8.35 %)	1/8/2027	4,936		4,901		4,933		1.0	%
WEC US Holdings, Ltd. (b)	Utilities	S+ 2.75 % ( 7.60 %)	1/27/2031	5,520		5,494		5,517		1.1	%
WestJet Loyalty, LP (b)	Transportation	S+ 3.75 % ( 8.35 %)	2/14/2031	5,771		5,717		5,704		1.2	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
White Cap Supply Holdings, LLC (f)	Consumer	S+ 3.25 % ( 8.10 %)	10/19/2029	$	6,838	$	6,805	$	6,785	1.4	%
Windsor Holdings III, LLC (f)	Chemicals	S+ 3.50 % ( 8.46 %)	8/1/2030	3,286		3,227		3,296		0.7	%
Zayo Group Holdings, Inc. (f)	Telecom	S+ 4.25 % ( 9.10 %)	3/9/2027	1,587		1,488		1,460		0.3	%
Zayo Group Holdings, Inc. (b) (f)	Telecom	S+ 3.00 % ( 7.96 %)	3/9/2027	8,409		7,444		7,668		1.5	%
Zelis Cost Management Buyer, Inc. (f)	Healthcare	S+ 2.75 % ( 7.60 %)	9/28/2029	1,871		1,863		1,869		0.4	%
Subtotal Senior Secured First Lien Debt						$	1,030,891	$	1,012,314	205.1	%

Senior Secured Second Lien Debt
American Rock Salt Company, LLC	Chemicals	S+ 7.25 % ( 12.57 %)	6/11/2029	$	1,943	$	1,927	$	1,749	0.4	%
Edelman Financial Center, LLC (f)	Financials	S+ 5.25 % ( 10.10 %)	10/6/2028	4,750		4,739		4,728		1.0	%
Icon Parent, Inc. (b)	Software/Services	S+ 5.00 % ( 9.85 %)	9/12/2032	5,000		4,975		5,011		1.0	%
IDERA, Inc. (b) (e)	Technology	S+ 6.75 % ( 12.15 %)	3/2/2029	1,036		1,029		997		0.2	%
Neptune Bidco US, Inc. (f)	Publishing	S+ 9.75 % ( 15.16 %)	10/11/2029	2,000		1,955		1,960		0.4	%
Subtotal Senior Secured Second Lien Debt						$	14,625	$	14,445	3.0	%

Collateralized Securities
Collateralized Securities - Debt Investments
AIG CLO, Ltd. 21-1A F	Diversified Investment Vehicles	S+ 6.90 % ( 12.44 %)	4/22/2034	$	1,410	$	1,303	$	1,264	0.3	%
Battalion CLO, Ltd. 21-17A F	Diversified Investment Vehicles	S+ 7.50 % ( 13.04 %)	3/9/2034	1,224		1,145		997		0.2	%
Carlyle GMS CLO, 16-3A FRR	Diversified Investment Vehicles	S+ 8.60 % ( 14.14 %)	7/20/2034	2,100		1,999		1,822		0.4	%
Covenant Credit Partners CLO, Ltd. 17 1A E	Diversified Investment Vehicles	S+ 6.45 % ( 12.01 %)	10/15/2029	2,500		2,340		2,404		0.5	%
Eaton Vance CDO, Ltd. 15-1A FR	Diversified Investment Vehicles	S+ 7.97 % ( 13.51 %)	1/20/2030	2,000		1,802		1,575		0.3	%
Elevation CLO, Ltd. 13-1A D2	Diversified Investment Vehicles	S+ 11.35 % ( 16.73 %)	8/15/2032	2,000		1,968		1,691		0.3	%
Fortress Credit BSL, Ltd. 22-1A E	Diversified Investment Vehicles	S+ 8.15 % ( 13.43 %)	10/23/2034	1,000		982		993		0.2	%
Great Lakes CLO, Ltd. 21-6A E	Diversified Investment Vehicles	S+ 8.03 % ( 13.59 %)	1/15/2034	5,150		4,976		5,065		0.9	%
Greywolf CLO, Ltd. 20-3RA ER	Diversified Investment Vehicles	S+ 8.74 % ( 14.28 %)	4/15/2033	1,000		891		886		0.2	%
Hayfin Kingsland XI, Ltd. 19-2A ER	Diversified Investment Vehicles	S+ 7.72 % ( 13.26 %)	10/20/2034	2,500		2,435		2,474		0.5	%
Highbridge Loan Management, Ltd. 11A-17 E	Diversified Investment Vehicles	S+ 6.10 % ( 11.59 %)	5/6/2030	3,000		2,770		2,513		0.5	%
Jamestown CLO, Ltd. 22-18A E	Diversified Investment Vehicles	S+ 7.87 % ( 13.16 %)	7/25/2035	3,000		2,753		2,975		0.6	%
KKR Financial CLO, Ltd. 15 FR	Diversified Investment Vehicles	S+ 8.50 % ( 14.04 %)	1/18/2032	2,000		1,912		1,748		0.4	%
LCM, Ltd. Partnership 16A ER2	Diversified Investment Vehicles	S+ 6.38 % ( 11.94 %)	10/15/2031	2,500		2,326		2,275		0.5	%
Medalist Partners Corporate Finance CLO, Ltd. 21-1A D	Diversified Investment Vehicles	S+ 7.48 % ( 13.02 %)	10/20/2034	3,000		2,872		2,964		0.5	%
Northwoods Capital, Ltd. 17-15A ER	Diversified Investment Vehicles	S+ 7.64 % ( 12.72 %)	6/20/2034	3,000		2,931		2,959		0.6	%
OCP CLO, Ltd. 14-5A DR	Diversified Investment Vehicles	S+ 5.70 % ( 11.24 %)	4/26/2031	2,200		2,106		2,056		0.4	%
OZLM, Ltd. 16-15A DR	Diversified Investment Vehicles	S+ 6.75 % ( 12.29 %)	4/20/2033	2,000		1,919		1,840		0.4	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


September 30, 2024
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Palmer Square CLO, Ltd. 21-4A F	Diversified Investment Vehicles	S+ 7.66 % ( 13.22 %)	10/15/2034	$	1,500	$	1,436	$	1,360	0.3	%
Saranac CLO, Ltd. 20-8A E	Diversified Investment Vehicles	S+ 8.12 % ( 13.51 %)	2/20/2033	1,455		1,443		1,405		0.3	%
Sculptor CLO, Ltd. 27A E	Diversified Investment Vehicles	S+ 7.05 % ( 12.59 %)	7/20/2034	1,500		1,463		1,469		0.3	%
Sound Point CLO, Ltd. 17-1A E	Diversified Investment Vehicles	S+ 5.96 % ( 11.51 %)	1/23/2029	4,000		3,723		3,777		0.7	%
Sound Point CLO, Ltd. 17-2A E	Diversified Investment Vehicles	S+ 6.10 % ( 11.65 %)	7/25/2030	2,400		2,147		1,908		0.4	%
Sound Point CLO, Ltd. 18-3A D	Diversified Investment Vehicles	S+ 5.79 % ( 11.33 %)	10/26/2031	1,000		920		765		0.2	%
Symphony CLO, Ltd. 2012-9A ER2	Diversified Investment Vehicles	S+ 6.95 % ( 12.50 %)	7/16/2032	3,000		2,812		2,848		0.6	%
Trimaran CAVU 2021-2A, Ltd. 21-2A E	Diversified Investment Vehicles	S+ 7.20 % ( 12.75 %)	10/25/2034	3,000		2,950		2,931		0.5	%
Trysail CLO, Ltd. 21-1A E	Diversified Investment Vehicles	S+ 7.38 % ( 12.92 %)	7/20/2032	1,500		1,454		1,491		0.3	%
Venture CDO, Ltd. 16-23A ER2	Diversified Investment Vehicles	S+ 7.55 % ( 13.09 %)	7/19/2034	3,000		2,924		2,742		0.6	%
Venture CLO 43, Ltd. 21-43A E	Diversified Investment Vehicles	S+ 7.15 % ( 12.71 %)	4/15/2034	3,000		2,926		2,746		0.6	%
Wind River CLO, Ltd. 14-2A FR	Diversified Investment Vehicles	S+ 7.87 % ( 13.43 %)	1/15/2031	3,000		2,601		1,780		0.4	%
Zais CLO 13, Ltd. 19-13A D1	Diversified Investment Vehicles	S+ 4.52 % ( 10.08 %)	7/15/2032	3,000		2,778		2,915		0.6	%
Subtotal Collateralized Securities						$	69,007	$	66,638	13.5	%

Equity/Other
Avaya Holdings Corp.	Technology			88		$	1,244	$	638	0.1	%
Avaya Holdings Corp.	Technology			17		244		125		0.0	%
Gordian Medical, Inc.	Healthcare			405		7,361		7,146		1.4	%
Gordian Medical, Inc.	Healthcare			392		—		—		—	%
Resolute Investment Managers, Inc.	Financials			30		1,286		991		0.2	%
Subtotal Equity/Other						$	10,135	$	8,900	1.7	%

TOTAL INVESTMENTS						$	1,124,658	$	1,102,297	223.3	%

(a) The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate ("SOFR" or "S"), or Prime ("P") which reset daily, monthly, quarterly, or semiannually. For each, SLF has provided the spread over the relevant reference rate and the current interest rate in effect at September 30, 2024. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.

(b) SLF’s investment or a portion thereof is pledged as collateral under the BAML Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

(d) SLF has various unfunded commitments to portfolio companies.

(e) SLF’s investment or a portion thereof is held through a total return swap agreement with J.P. Morgan.

(f) SLF's investment or a portion thereof is pledged as collateral under the CIBC Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

SLF had $ 1.3 million of unfunded commitments as of September 30, 2024.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Below is a listing of SLF’s individual investments as of December 31, 2023:


December 31, 2023
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Senior Secured First Lien Debt
Accentcare, Inc. (b)	Healthcare	S+ 4.00 % ( 9.65 %)	6/22/2026	$	9,828	$	9,828	$	7,633	2.0	%
Acrisure, LLC (b)	Financials	S+ 3.50 % ( 9.15 %)	2/15/2027	19,905		19,600		19,838		5.2	%
Adtalem Global Education, Inc. (f)	Education	S+ 4.00 % ( 9.47 %)	8/11/2028	692		692		692		0.2	%
Adtalem Global Education, Inc. (f)	Education	5.00 %	3/1/2028	1,042		1,042		1,008		0.3	%
Advisor Group, Inc. (f)	Financials	S+ 4.50 % ( 9.86 %)	8/17/2028	5,532		5,479		5,544		1.5	%
Air Canada	Transportation	3.88 %	8/15/2026	2,000		1,822		1,903		0.5	%
Alchemy US Holdco 1, LLC (b)	Industrials	S+ 7.32 % ( 12.82 %)	10/10/2025	15,555		15,522		15,419		4.1	%
Allied Universal Holdco, LLC (b)	Business Services	S+ 4.75 % ( 10.11 %)	5/15/2028	4,988		4,851		4,980		1.3	%
Altice Financing, SA (f)	Telecom	5.00 %	1/15/2028	2,000		1,949		1,816		0.5	%
Altice France, SA (b) (e)	Telecom	S+ 5.50 % ( 10.89 %)	8/15/2028	12,479		11,752		11,174		2.9	%
Alvogen Pharma US, Inc. (b)	Healthcare	S+ 7.50 % ( 13.00 %)	6/30/2025	11,264		11,225		10,729		2.8	%
Amentum Government Services Holdings, LLC (f)	Industrials	S+ 4.00 % ( 9.47 %)	1/29/2027	1,949		1,942		1,948		0.5	%
Amentum Government Services Holdings, LLC (b)	Industrials	S+ 4.00 % ( 9.36 %)	2/15/2029	4,925		4,868		4,918		1.3	%
American Airlines Inc/AAdvantage Loyalty IP, Ltd. (b)	Transportation	S+ 4.75 % ( 10.43 %)	4/20/2028	7,484		7,429		7,679		2.0	%
AP Gaming I, LLC (f)	Gaming/Lodging	S+ 4.00 % ( 9.46 %)	2/15/2029	7,336		7,232		7,348		1.9	%
Apollo Commercial Real Estate Finance, Inc. (f)	Financials	4.63 %	6/15/2029	3,000		3,000		2,507		0.7	%
AppLovin Corp. (b)	Media/Entertainment	S+ 3.10 % ( 8.56 %)	10/23/2028	8,843		8,829		8,843		2.3	%
Ardagh Metal Packaging Finance USA, LLC	Paper & Packaging	3.25 %	9/1/2028	2,000		1,654		1,748		0.5	%
Artera Services, LLC (f)	Utilities	S+ 3.50 % ( 8.95 %)	3/6/2025	2,438		2,432		2,287		0.6	%
Ascend Learning, LLC (f)	Education	S+ 3.50 % ( 8.95 %)	12/11/2028	4,975		4,696		4,882		1.3	%
Ascensus Holidngs, Inc. (b)	Business Services	S+ 3.50 % ( 8.97 %)	8/2/2028	7,624		7,616		7,598		2.0	%
Astoria Energy, LLC (f)	Utilities	S+ 3.50 % ( 8.97 %)	12/6/2027	1,856		1,856		1,860		0.5	%
Asurion, LLC (b)	Business Services	S+ 3.25 % ( 8.72 %)	12/23/2026	4,874		4,822		4,858		1.3	%
Athenahealth Group, Inc. (b)	Healthcare	S+ 3.25 % ( 8.61 %)	2/15/2029	12,820		12,759		12,750		3.4	%
Athletico Management, LLC (f)	Healthcare	S+ 4.25 % ( 9.75 %)	2/15/2029	4,925		4,905		4,117		1.1	%
Avaya Holdings Corp.	Technology	S+ 8.50 % ( 13.86 %) 7.00 % PIK	8/1/2028	2,566		2,519		2,257		0.6	%
Bally's Corp. (b) (f)	Gaming/Lodging	S+ 3.25 % ( 8.93 %)	10/2/2028	4,975		4,931		4,703		1.2	%
Bella Holding Co., LLC (f)	Healthcare	S+ 3.75 % ( 9.21 %)	5/10/2028	4,987		4,962		4,944		1.3	%
Blackstone CQP Holdco, LP (b) (f)	Industrials	S+ 3.00 % ( 8.35 %)	12/31/2030	9,416		9,412		9,428		2.5	%
Cablevision Lightpath, LLC (f)	Telecom	3.88 %	9/15/2027	2,000		1,949		1,759		0.5	%
Carnival Corp.	Consumer	4.00 %	8/1/2028	1,500		1,302		1,389		0.4	%
Cirque Du Soleil Holding USA Newco, Inc. (f)	Media/Entertainment	S+ 4.25 % ( 9.60 %)	3/8/2030	3,473		3,442		3,456		0.9	%
Citadel Securities, LP (b)	Financials	S+ 2.50 % ( 7.97 %)	7/29/2030	4,489		4,483		4,494		1.2	%
CLP Health Services, Inc. (b)	Healthcare	S+ 4.25 % ( 9.90 %)	12/31/2026	12,653		12,622		12,390		3.3	%
CNT Holdings I Corp. (f)	Consumer	S+ 3.50 % ( 8.93 %)	11/8/2027	3,403		3,404		3,407		0.9	%
CommerceHub, Inc. (f)	Technology	S+ 4.00 % ( 9.54 %)	12/29/2027	8,825		8,826		8,333		2.2	%
Community Care Health Network, LLC (b)	Healthcare	S+ 4.75 % ( 10.22 %)	2/17/2025	9,559		9,549		9,369		2.5	%
Compass Power Generation, LLC (b)	Utilities	S+ 4.25 % ( 9.72 %)	4/16/2029	3,958		3,840		3,971		1.0	%
Connect Finco SARL (f)	Telecom	S+ 3.50 % ( 8.86 %)	12/11/2026	7,385		7,398		7,380		1.9	%
Connectwise, LLC (f)	Software/Services	S+ 3.50 % ( 8.97 %)	9/29/2028	6,860		6,841		6,836		1.8	%
Conservice Midco, LLC (b)	Business Services	S+ 4.25 % ( 9.71 %)	5/13/2027	7,544		7,546		7,547		2.0	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


December 31, 2023
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Conterra Ultra Broadband, LLC (b)	Telecom	S+ 4.75 % ( 10.21 %)	4/30/2026	$	6,573	$	6,574	$	6,557	1.7	%
Corelogic, Inc. (b)	Business Services	S+ 3.50 % ( 8.97 %)	6/2/2028	4,828		4,826		4,686		1.2	%
Cushman & Wakefield US Borrower, LLC (f)	Financials	S+ 4.00 % ( 9.36 %)	1/31/2030	4,740		4,625		4,728		1.2	%
Directv Financing, LLC (b)	Media/Entertainment	S+ 5.00 % ( 10.65 %)	8/2/2027	3,988		3,951		3,983		1.0	%
Dish Dbs Corp. (f)	Cable	5.25 %	12/1/2026	700		700		601		0.2	%
Division Holding Corp. (b)	Business Services	S+ 4.75 % ( 10.22 %)	5/26/2028	8,564		8,564		8,478		2.2	%
Dynasty Acquisition Co., Inc. (e)	Industrials	S+ 4.00 % ( 9.36 %)	8/24/2028	5,544		5,535		5,555		1.5	%
Dynasty Acquisition Co., Inc. (e)	Industrials	S+ 4.00 % ( 9.36 %)	8/24/2028	2,376		2,372		2,381		0.6	%
Edgewater Generation, LLC (b)	Utilities	S+ 3.75 % ( 9.22 %)	12/15/2025	4,896		4,763		4,797		1.3	%
Entain Holdings Gibraltar, Ltd. (f)	Gaming/Lodging	S+ 3.50 % ( 8.95 %)	10/31/2029	504		499		504		0.1	%
First Brands Group, LLC (f)	Consumer	S+ 5.00 % ( 10.88 %)	3/30/2027	2,494		2,475		2,469		0.7	%
Flex Acquisition Company, Inc. (f)	Paper & Packaging	S+ 4.18 % ( 9.63 %)	4/13/2029	2,463		2,407		2,471		0.7	%
Florida Food Products, LLC (f)	Food & Beverage	S+ 5.00 % ( 10.47 %)	10/18/2028	7,860		7,771		7,310		1.9	%
Foley Products Co., LLC (b)	Industrials	S+ 4.75 % ( 10.25 %)	12/29/2028	2,554		2,533		2,557		0.7	%
Frontier Communications Corp. (f)	Telecom	5.00 %	5/1/2028	1,240		1,285		1,148		0.3	%
Frontier Communications Corp. (b)	Telecom	S+ 3.75 % ( 9.22 %)	10/8/2027	12,934		12,918		12,853		3.4	%
Galaxy US OpCo, Inc. (b) (f)	Software/Services	S+ 4.75 % ( 10.13 %)	4/30/2029	7,839		7,005		6,428		1.7	%
Geon Performance Solutions, LLC (b)	Chemicals	S+ 4.75 % ( 10.36 %)	8/18/2028	4,611		4,584		4,599		1.2	%
GIP Pilot Acquisition Partners, LP (b)	Energy	S+ 3.00 % ( 8.39 %)	10/4/2030	1,250		1,244		1,249		0.3	%
Gordian Medical, Inc. (b)	Healthcare	S+ 6.25 % ( 12.15 %)	1/31/2027	10,839		10,790		6,882		1.8	%
Green Energy Partners/Stonewall, LLC (f)	Utilities	S+ 6.00 % ( 11.61 %)	11/12/2026	4,000		3,780		4,000		1.1	%
Greeneden U.S. Holdings I, LLC (b)	Software/Services	S+ 4.00 % ( 9.47 %)	12/1/2027	4,840		4,766		4,856		1.3	%
GTCR W Merger Sub, LLC (b)	Financials	S+ 3.00 % ( 8.33 %)	9/20/2030	2,500		2,488		2,509		0.7	%
GVC Holdings Gibraltar, Ltd. (f)	Gaming/Lodging	S+ 2.50 % ( 7.95 %)	3/29/2027	4,875		4,874		4,882		1.3	%
HAH Group Holding Company, LLC (b)	Healthcare	S+ 5.00 % ( 10.46 %)	10/29/2027	722		722		722		0.2	%
HAH Group Holding Company, LLC (b)	Healthcare	S+ 5.00 % ( 10.46 %)	10/29/2027	5,710		5,640		5,710		1.5	%
Hamilton Projects Acquiror, LLC (f)	Utilities	S+ 4.50 % ( 9.97 %)	6/17/2027	4,475		4,458		4,489		1.2	%
Hertz Corp. (b) (f)	Transportation	S+ 3.25 % ( 8.72 %)	6/30/2028	4,101		4,090		4,085		1.1	%
Hertz Corp. (b) (f)	Transportation	S+ 3.25 % ( 8.72 %)	6/30/2028	793		791		790		0.2	%
Hexion Holdings Corp. (f)	Chemicals	S+ 4.50 % ( 10.02 %)	3/15/2029	2,494		2,381		2,391		0.6	%
HireRight, Inc. (b)	Business Services	S+ 4.00 % ( 9.36 %)	9/27/2030	5,133		5,058		5,111		1.3	%
Hudson River Trading, LLC (b)	Financials	S+ 3.00 % ( 8.47 %)	3/20/2028	5,337		5,287		5,313		1.4	%
ICP Industrial, Inc. (f)	Chemicals	S+ 3.75 % ( 9.36 %)	12/29/2027	6,110		6,102		4,897		1.3	%
IDERA, Inc. (f)	Technology	S+ 3.75 % ( 9.28 %)	3/2/2028	6,842		6,845		6,798		1.8	%
Jack Ohio Finance, LLC (f)	Gaming/Lodging	S+ 4.75 % ( 10.22 %)	10/4/2028	3,916		3,902		3,848		1.0	%
Jane Street Group, LLC (f)	Financials	4.50 %	11/15/2029	7,000		6,652		6,533		1.7	%
Jump Financial, LLC (b)	Financials	S+ 4.50 % ( 10.11 %)	8/7/2028	7,343		7,251		7,270		1.9	%
Kingpin Intermediate Holdings, LLC (f)	Consumer	S+ 3.50 % ( 8.86 %)	2/8/2028	2,105		2,071		2,102		0.6	%
Kissner Milling Co., Ltd. (f)	Industrials	4.88 %	5/1/2028	2,000		1,940		1,883		0.5	%
Kuehg Corp. (f)	Education	S+ 5.00 % ( 10.35 %)	6/12/2030	4,988		4,738		5,003		1.3	%
LABL, Inc. (b)	Paper & Packaging	S+ 5.00 % ( 10.46 %)	10/30/2028	3,920		3,875		3,751		1.0	%
LifePoint Health, Inc. (f)	Healthcare	4.38 %	2/15/2027	2,000		2,000		1,851		0.5	%
LifePoint Health, Inc. (b)	Healthcare	S+ 5.50 % ( 11.17 %)	11/16/2028	4,872		4,758		4,851		1.3	%
Lightstone Holdco, LLC (f)	Utilities	S+ 5.75 % ( 11.13 %)	1/29/2027	666		610		632		0.2	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


December 31, 2023
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Lightstone Holdco, LLC (f)	Utilities	S+ 5.75 % ( 11.13 %)	1/29/2027	$	11,770	$	10,783	$	11,169	2.9	%
Liquid Tech Solutions Holdings, LLC (b) (f)	Industrials	S+ 4.75 % ( 10.22 %)	3/20/2028	10,010		9,974		10,010		2.6	%
Luxembourg Investment Co., 428 SARL (b)	Chemicals	S+ 5.00 % ( 10.43 %)	1/3/2029	3,686		3,659		2,415		0.6	%
Madison IAQ, LLC (f)	Industrials	4.13 %	6/30/2028	2,000		1,987		1,825		0.5	%
Max US Bidco, Inc. (b)	Food & Beverage	S+ 5.00 % ( 10.35 %)	10/3/2030	5,000		4,760		4,658		1.2	%
Medallion Midland Acquisition, LP (f)	Energy	S+ 3.50 % ( 8.86 %)	10/18/2028	5,530		5,505		5,545		1.5	%
MH Sub I, LLC (b)	Business Services	S+ 4.25 % ( 9.61 %)	5/3/2028	4,975		4,861		4,883		1.3	%
Michael Baker International, LLC (b)	Industrials	S+ 5.00 % ( 10.47 %)	12/1/2028	3,267		3,243		3,259		0.9	%
MPH Acquisition Holdings, LLC (f)	Healthcare	5.50 %	9/1/2028	2,000		1,993		1,783		0.5	%
MPH Acquisition Holdings, LLC (b)	Healthcare	S+ 4.25 % ( 9.90 %)	9/1/2028	4,888		4,816		4,699		1.2	%
MYOB US Borrower, LLC (f)	Business Services	S+ 4.00 % ( 9.36 %)	5/6/2026	5,355		5,347		5,315		1.4	%
National Mentor Holdings, Inc. (f)	Healthcare	S+ 3.75 % ( 9.20 %)	3/2/2028	150		149		136		0.0	%
National Mentor Holdings, Inc. (b) (f)	Healthcare	S+ 3.75 % ( 9.21 %)	3/2/2028	4,357		4,339		3,943		1.0	%
Nexus Buyer, LLC (f)	Financials	S+ 4.50 % ( 9.86 %)	12/13/2028	2,000		1,940		1,981		0.5	%
Nexus Buyer, LLC (f)	Financials	S+ 3.75 % ( 9.21 %)	11/9/2026	8,441		8,259		8,338		2.2	%
Northriver Midstream Finance, LP	Energy	5.63 %	2/15/2026	1,000		947		969		0.3	%
Nouryon Finance B.V. (e) (f)	Chemicals	S+ 4.00 % ( 9.47 %)	4/3/2028	4,586		4,551		4,599		1.2	%
Omnia Partners, LLC (f)	Business Services	S+ 4.25 % ( 9.63 %)	7/25/2030	3,748		3,711		3,769		1.0	%
Omnia Partners, LLC (f)	Business Services	S+ 4.25 %	7/25/2030	—		( 2 )		2		0.0	%
Oscar AcquisitionCo, LLC (f)	Industrials	S+ 4.50 % ( 9.95 %)	4/30/2029	2,494		2,447		2,466		0.6	%
Paysafe Finance, PLC (f)	Software/Services	4.00 %	6/15/2029	400		400		355		0.1	%
Peraton Corp. (b)	Industrials	S+ 3.75 % ( 9.21 %)	2/1/2028	4,960		4,928		4,966		1.3	%
PG&E Corp. (f)	Utilities	S+ 2.50 % ( 7.86 %)	6/23/2027	2,140		2,129		2,140		0.6	%
PODS, LLC (f)	Paper & Packaging	S+ 3.00 % ( 8.47 %)	3/31/2028	4,274		4,064		4,176		1.1	%
Polaris Newco, LLC (f)	Business Services	S+ 4.00 % ( 9.47 %)	6/2/2028	2,980		2,841		2,936		0.8	%
Power Stop, LLC (f)	Transportation	S+ 4.75 % ( 10.21 %)	1/26/2029	3,517		3,485		3,071		0.8	%
PRA Health Sciences, Inc.	Healthcare	2.88 %	7/15/2026	500		454		469		0.1	%
Project Accelerate Parent, LLC (e)	Technology	S+ 4.25 % ( 9.90 %)	1/2/2025	15,775		15,777		15,735		4.1	%
Proofpoint, Inc. (b)	Software/Services	S+ 3.25 % ( 8.72 %)	8/31/2028	6,372		6,328		6,366		1.7	%
Protective Industrial Products, Inc. (b)	Industrials	S+ 4.00 % ( 9.47 %)	12/29/2027	8,943		8,908		8,474		2.2	%
Pug, LLC (f)	Media/Entertainment	S+ 3.50 % ( 8.97 %)	2/12/2027	4,861		4,784		4,774		1.3	%
Quikrete Holdings, Inc. (f)	Industrials	S+ 2.75 % ( 8.22 %)	3/19/2029	7,860		7,860		7,880		2.1	%
RealPage, Inc. (f)	Software/Services	S+ 3.00 % ( 8.47 %)	4/24/2028	4,987		4,881		4,942		1.3	%
Renaissance Holding Corp. (f)	Software/Services	S+ 4.75 % ( 10.11 %)	4/8/2030	1,995		1,993		2,000		0.5	%
Resolute Investment Managers, Inc.	Financials	S+ 6.50 % ( 11.85 %)	4/30/2027	2,458		2,458		2,458		0.6	%
Restoration Hardware, Inc. (f)	Retail	S+ 2.50 % ( 7.97 %)	10/20/2028	2,494		2,400		2,421		0.6	%
Roper Industrial Products Investment Co., LLC (f)	Industrials	S+ 4.00 % ( 9.35 %)	11/22/2029	7,553		7,373		7,564		2.0	%
RXB Holdings, Inc. (f)	Healthcare	S+ 4.50 % ( 9.97 %)	12/20/2027	10,000		10,015		9,933		2.6	%
S&S Holdings, LLC (f)	Consumer	S+ 5.00 % ( 10.50 %)	3/13/2028	6,808		6,662		6,639		1.7	%
Safe Fleet Holdings, LLC (b)	Industrials	S+ 3.75 % ( 9.21 %)	2/23/2029	7,369		7,332		7,380		1.9	%
Safety Products/JHC Acquisition Corp. (b)	Industrials	S+ 4.50 % ( 9.95 %)	6/28/2026	919		884		901		0.2	%
Safety Products/JHC Acquisition Corp. (b) (f)	Industrials	S+ 4.50 % ( 9.95 %)	6/28/2026	17,004		16,522		16,558		4.4	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


December 31, 2023
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Schenectady International Group, Inc. (b)	Chemicals	S+ 4.75 % ( 10.24 %)	10/15/2025	$	11,584	$	11,568	$	7,842	2.1	%
Sierra Enterprises, LLC (b)	Food & Beverage	S+ 6.75 % ( 12.13 %) 4.25 % PIK	5/10/2027	5,060		4,976		4,605		1.2	%
SK Neptune Husky Finance SARL (b)	Chemicals	S+ 10.00 % ( 15.65 %)	4/30/2024	647		625		624		0.2	%
Sotera Health Holdings, LLC (f)	Healthcare	S+ 3.75 % ( 9.11 %)	12/14/2026	4,219		4,113		4,216		1.1	%
Staples, Inc. (b)	Business Services	S+ 5.00 % ( 10.46 %)	4/16/2026	4,848		4,815		4,579		1.2	%
Surgery Center Holdings, Inc. (f)	Healthcare	S+ 3.50 % ( 8.86 %)	12/19/2030	400		396		401		0.1	%
Team Health Holdings, Inc. (e) (f)	Healthcare	S+ 5.25 % ( 10.63 %)	3/2/2027	5,372		4,560		4,066		1.1	%
Tecta America Corp. (f)	Industrials	S+ 4.00 % ( 9.47 %)	4/10/2028	8,863		8,844		8,874		2.3	%
TransDigm, Inc. (f)	Industrials	S+ 3.25 % ( 8.60 %)	2/14/2031	6,000		5,986		6,023		1.6	%
Traverse Midstream Partners, LLC (b)	Energy	S+ 3.75 % ( 9.24 %)	2/16/2028	13,054		13,040		13,048		3.4	%
Triton Water Holdings, Inc. (f)	Food & Beverage	S+ 3.25 % ( 8.86 %)	3/31/2028	7,313		7,300		7,236		1.9	%
Truck Hero, Inc. (f)	Transportation	S+ 5.00 % ( 10.47 %)	1/31/2028	1,500		1,463		1,493		0.4	%
Truck Hero, Inc. (f)	Transportation	S+ 3.50 % ( 8.97 %)	1/31/2028	3,454		3,364		3,400		0.9	%
UKG, Inc. (f)	Technology	S+ 4.50 % ( 9.99 %)	5/4/2026	3,576		3,497		3,585		0.9	%
Ultimate Software Group, Inc. (f)	Technology	S+ 3.75 % ( 9.23 %)	5/4/2026	1,191		1,171		1,193		0.3	%
United Airlines, Inc. (f)	Transportation	S+ 3.75 % ( 9.22 %)	4/21/2028	2,959		2,950		2,966		0.8	%
United Airlines, Inc. (f)	Transportation	4.63 %	4/15/2029	500		448		469		0.1	%
University Support Services, LLC (f)	Education	S+ 3.25 % ( 8.71 %)	2/12/2029	4,900		4,884		4,895		1.3	%
Urban One, Inc. (f)	Media/Entertainment	7.38 %	2/1/2028	5,000		5,116		4,235		1.1	%
US Anesthesia Partners, Inc. (f)	Healthcare	S+ 4.25 % ( 9.71 %)	10/2/2028	3,556		3,160		3,241		0.9	%
Venga Finance SARL (b)	Telecom	S+ 4.75 % ( 10.40 %)	6/28/2029	3,950		3,844		3,913		1.0	%
Venture Global Calcasieu Pass, LLC	Energy	3.88 %	8/15/2029	2,000		1,673		1,816		0.5	%
Vyaire Medical, Inc. (f)	Healthcare	S+ 4.75 % ( 10.41 %)	4/16/2025	7,277		6,766		5,264		1.4	%
WaterBridge Midstream Operating, LLC (b)	Energy	S+ 5.75 % ( 11.39 %)	6/19/2026	13,011		12,404		13,012		3.4	%
Watlow Electric Manufacturing, Co. (b)	Industrials	S+ 3.75 % ( 9.40 %)	3/2/2028	4,903		4,888		4,896		1.3	%
WCG Purchaser Corp. (f)	Healthcare	S+ 4.00 % ( 9.47 %)	1/8/2027	4,974		4,929		4,979		1.3	%
Western Dental Services, Inc. (f)	Healthcare	S+ 4.50 % ( 10.15 %)	8/18/2028	8,893		8,888		5,431		1.4	%
Western Dental Services, Inc. (f)	Healthcare	S+ 4.50 % ( 10.15 %)	8/18/2028	908		908		554		0.1	%
Wilsonart, LLC (b)	Consumer	S+ 3.25 % ( 8.70 %)	12/31/2026	7,300		7,297		7,309		1.9	%
Windsor Holdings III, LLC (f)	Chemicals	S+ 4.50 % ( 9.84 %)	8/1/2030	3,310		3,246		3,328		0.9	%
WMG Acquisition Corp.	Media/Entertainment	3.00 %	2/15/2031	2,000		1,580		1,720		0.5	%
Zayo Group Holdings, Inc. (f)	Telecom	S+ 3.00 % ( 8.47 %)	3/9/2027	6,500		5,545		5,564		1.5	%
Subtotal Senior Secured First Lien Debt						$	801,319	$	778,934	205.1	%

Senior Secured Second Lien Debt
American Rock Salt Company, LLC (b)	Chemicals	S+ 7.25 % ( 12.72 %)	6/11/2029	$	1,943	$	1,924	$	1,749	0.5	%
Asurion, LLC (b) (f)	Business Services	S+ 5.25 % ( 10.72 %)	1/31/2028	9,632		9,404		9,158		2.4	%
Edelman Financial Center, LLC (b) (e)	Financials	S+ 6.75 % ( 12.22 %)	7/20/2026	7,972		7,932		7,962		2.1	%
IDERA, Inc. (b) (e)	Technology	S+ 6.75 % ( 12.28 %)	3/2/2029	1,545		1,494		1,475		0.4	%
Subtotal Senior Secured Second Lien Debt						$	20,754	$	20,344	5.4	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


December 31, 2023
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Collateralized Securities
Collateralized Securities - Debt Investments
AIG CLO, Ltd. 21-1A F	Diversified Investment Vehicles	S+ 6.90 % ( 12.57 %)	4/22/2034	$	1,410	$	1,298	$	1,170	0.3	%
Battalion CLO, Ltd. 21-17A F	Diversified Investment Vehicles	S+ 7.50 % ( 13.18 %)	3/9/2034	1,224		1,142		935		0.2	%
Carlyle GMS CLO, 16-3A FRR	Diversified Investment Vehicles	S+ 8.60 % ( 14.28 %)	7/20/2034	2,100		1,995		1,680		0.4	%
Covenant Credit Partners CLO, Ltd. 17 1A E	Diversified Investment Vehicles	S+ 6.45 % ( 12.11 %)	10/15/2029	2,500		2,321		2,231		0.6	%
Eaton Vance CDO, Ltd. 15-1A FR	Diversified Investment Vehicles	S+ 7.97 % ( 13.65 %)	1/20/2030	2,000		1,782		1,543		0.4	%
Elevation CLO, Ltd. 13-1A D2	Diversified Investment Vehicles	S+ 7.65 % ( 13.29 %)	8/15/2032	2,000		1,966		1,941		0.5	%
Fortress Credit BSL, Ltd. 22-1A E	Diversified Investment Vehicles	S+ 8.15 % ( 13.56 %)	10/23/2034	1,000		982		948		0.2	%
Great Lakes CLO, Ltd. 21-6A E	Diversified Investment Vehicles	S+ 8.03 % ( 13.69 %)	1/15/2034	5,150		4,966		4,711		1.2	%
Greywolf CLO, Ltd. 20-3RA ER	Diversified Investment Vehicles	S+ 9.00 % ( 14.41 %)	4/15/2033	1,000		887		821		0.2	%
Hayfin Kingsland XI, Ltd. 19-2A ER	Diversified Investment Vehicles	S+ 7.72 % ( 13.40 %)	10/20/2034	2,500		2,433		2,390		0.6	%
Highbridge Loan Management, Ltd. 11A-17 E	Diversified Investment Vehicles	S+ 6.10 % ( 11.75 %)	5/6/2030	3,000		2,746		2,504		0.7	%
Jamestown CLO, Ltd. 22-18A E	Diversified Investment Vehicles	S+ 7.87 % ( 13.25 %)	7/25/2035	3,000		2,745		2,876		0.8	%
KKR Financial CLO, Ltd. 15 FR	Diversified Investment Vehicles	S+ 8.50 % ( 14.16 %)	1/18/2032	2,000		1,906		1,569		0.4	%
LCM, Ltd. Partnership 16A ER2	Diversified Investment Vehicles	S+ 6.38 % ( 12.04 %)	10/15/2031	2,500		2,312		2,089		0.6	%
Marble Point CLO, Ltd. 20-1A E	Diversified Investment Vehicles	S+ 6.82 % ( 12.50 %)	4/20/2033	4,500		4,412		4,213		1.1	%
Medalist Partners Corporate Finance CLO, Ltd. 21-1A D	Diversified Investment Vehicles	S+ 7.48 % ( 13.16 %)	10/20/2034	3,000		2,867		2,748		0.7	%
Northwoods Capital, Ltd. 17-15A ER	Diversified Investment Vehicles	S+ 7.64 % ( 13.27 %)	6/20/2034	3,000		2,929		2,769		0.7	%
Ocean Trails CLO 22-12A E	Diversified Investment Vehicles	S+ 8.11 % ( 13.53 %)	7/20/2035	3,460		3,198		3,322		0.9	%
OCP CLO, Ltd. 14-5A DR	Diversified Investment Vehicles	S+ 5.70 % ( 11.34 %)	4/26/2031	2,200		2,098		1,936		0.5	%
OZLM, Ltd. 16-15A DR	Diversified Investment Vehicles	S+ 6.75 % ( 12.43 %)	4/20/2033	2,000		1,915		1,738		0.5	%
Palmer Square CLO, Ltd. 21-4A F	Diversified Investment Vehicles	S+ 7.66 % ( 13.32 %)	10/15/2034	1,500		1,433		1,298		0.3	%
Saranac CLO, Ltd. 20-8A E	Diversified Investment Vehicles	S+ 8.12 % ( 13.75 %)	2/20/2033	1,455		1,443		1,315		0.3	%
Sculptor CLO, Ltd. 27A E	Diversified Investment Vehicles	S+ 7.05 % ( 12.73 %)	7/20/2034	1,500		1,461		1,372		0.4	%
Sound Point CLO, Ltd. 17-1A E	Diversified Investment Vehicles	S+ 5.96 % ( 11.63 %)	1/23/2029	4,000		3,684		3,310		0.9	%
Sound Point CLO, Ltd. 17-2A E	Diversified Investment Vehicles	S+ 6.10 % ( 11.74 %)	7/25/2030	2,400		2,122		1,701		0.4	%
Sound Point CLO, Ltd. 18-3A D	Diversified Investment Vehicles	S+ 5.79 % ( 11.43 %)	10/26/2031	1,000		914		726		0.2	%
Symphony CLO, Ltd. 2012-9A ER2	Diversified Investment Vehicles	S+ 6.95 % ( 12.61 %)	7/16/2032	3,000		2,799		2,600		0.7	%
Trimaran CAVU 2021-2A, Ltd. 21-2A E	Diversified Investment Vehicles	S+ 7.20 % ( 12.84 %)	10/25/2034	3,000		2,948		2,746		0.7	%
Trysail CLO, Ltd. 21-1A E	Diversified Investment Vehicles	S+ 7.38 % ( 13.06 %)	7/20/2032	1,500		1,452		1,412		0.4	%

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


December 31, 2023
Portfolio Company (d)	Industry	Investment Coupon Rate (a)	Maturity	Principal/Number of Shares		Amortized Cost		Fair Value		% of Members’ Capital (c)
Venture CDO, Ltd. 16-23A ER2	Diversified Investment Vehicles	S+ 7.55 % ( 13.21 %)	7/19/2034	$	3,000	$	2,921	$	2,568	0.7	%
Venture CDO, Ltd. 16-25A E	Diversified Investment Vehicles	S+ 7.20 % ( 12.88 %)	4/20/2029	2,000		1,955		1,668		0.5	%
Venture CDO, Ltd. 20-39A E	Diversified Investment Vehicles	S+ 7.63 % ( 13.29 %)	4/15/2033	4,995		4,964		4,628		1.2	%
Venture CLO 43, Ltd. 21-43A E	Diversified Investment Vehicles	S+ 7.15 % ( 12.81 %)	4/15/2034	3,000		2,922		2,548		0.7	%
Wind River CLO, Ltd. 14-2A FR	Diversified Investment Vehicles	S+ 7.87 % ( 13.53 %)	1/15/2031	3,000		2,568		1,897		0.6	%
Zais CLO 13, Ltd. 19-13A D1	Diversified Investment Vehicles	S+ 4.52 % ( 10.18 %)	7/15/2032	3,000		2,761		2,759		0.7	%
Subtotal Collateralized Securities						$	83,247	$	76,682	20.2	%

Equity/Other
Avaya Holdings Corp.	Technology			88		$	1,244	$	616	0.2	%
Avaya Holdings Corp.	Technology			17		244		121		0.0	%
Resolute Investment Managers, Inc.	Financials			30		1,286		991		0.2	%
Subtotal Equity/Other						$	2,774	$	1,728	0.4	%

TOTAL INVESTMENTS						$	908,094	$	877,688	231.1	%

(a) The majority of the investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate ("SOFR" or "S") which resets daily. For each, SLF has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2023. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.

(b) SLF's investment or a portion thereof is pledged as collateral under the BAML Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

(d) SLF has various unfunded commitments to portfolio companies.

(e) SLF's investment or a portion thereof is held through a total return swap agreement with J.P. Morgan.

(f) SLF's investment or a portion thereof is pledged as collateral under the CIBC Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.

SLF had $ 0.4 million of unfunded commitments on delayed draw term loans as of December 31, 2023.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Below is certain summarized financial information for SLF as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and September 30, 2023:


Selected Statements of Assets and Liabilities Information	September 30,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Investments, at fair value (amortized cost of $ 1,124,658 and $ 908,094 , respectively)	$	1,102,297	$	877,688
Cash and other assets	46,019		68,917
Total assets	$	1,148,316	$	946,605

LIABILITIES
Revolving credit facilities (net of deferred financing costs of $ 1,803 and $ 1,695 , respectively)	$	564,197	$	481,805
Secured borrowings	14,520		39,959
Other liabilities	76,066		45,124
Total Liabilities	$	654,783	$	566,888

MEMBERS’ CAPITAL
Total members’ capital	$	493,533	$	379,717

Total liabilities and members’ capital	$	1,148,316	$	946,605


Selected Statements of Operations Information	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Investment income:
Total investment income	$	26,304	$	24,518	$	77,193	$	71,397

Operating expenses:
Interest and credit facility financing expenses	10,715		10,914		31,919		31,149
Other expenses	617		827		1,836		1,974
Total expenses	11,332		11,741		33,755		33,123

Net investment income	14,971		12,777		43,438		38,274

Realized and unrealized gain (loss) on investments:
Net realized and unrealized gain (loss) on investments	( 2,178 )		13,107		( 1,521 )		21,831

Net increase (decrease) in members’ capital resulting from operations	$	12,794	$	25,884	$	41,917	$	60,105

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 4 - Related Party Transactions

Investment Advisory Agreement

On October 2, 2023, the Board of Directors approved an amendment and restatement (the “Amended and Restated Investment Advisory Agreement”) of the Investment Advisory Agreement, dated September 23, 2020, by and between the Company and the Adviser. The Amended and Restated Investment Advisory Agreement went into effect on January 24, 2024 when the Mergers closed.

Pursuant to the Amended and Restated Investment Advisory Agreement, the Company pays the Adviser a fee for investment advisory and management services consisting of two components - a base management fee (the “Management Fee”) and an incentive fee, which consists of two components (together, the “Incentive Fee”).

Each of the Amended and Restated Investment Advisory Agreement and the Investment Advisory Agreement are discussed further below.

Management Fee

The Management Fee is payable quarterly in arrears and is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, where gross assets includes the total assets of the Company, including any borrowings for investment purposes.

Prior to the Mergers, under the Investment Advisory Agreement, the Management Fee for each quarter was calculated as follows:

Prior to a liquidity event, the Management Fee payable under the Investment Advisory Agreement was calculated at an annual rate of 0.5 % of the Company’s average gross assets. A “1iquidity event” is defined as any of: (1) a merger or another transaction approved by the Board of Directors in which the Company’s stockholders will receive cash or shares of a publicly traded company (or a company that becomes publicly traded concurrently with the closing of such transaction), which may include an entity advised by the Adviser or its affiliates, (2) an initial public offering (“IPO”) or a listing (an “Exchange Listing”) of the Common Stock on a national securities exchange, or (3) the sale of all or substantially all of the Company’s assets either on a complete portfolio basis or individually followed by a liquidation.

After a liquidity event, the Management Fee payable under the Investment Advisory Agreement was calculated at an annual rate of 1.50 % of the Company’s average gross assets, provided, that the Management Fee will be calculated at an annual rate of 1.00 % of the Company’s average gross assets purchased with borrowed funds above 1.0 x debt-to-equity (equivalent to $1 of debt outstanding for each $1 of equity), and provided further that for a period of 15 months commencing on the date of the closing of a liquidity event, the Adviser will irrevocably waive Management Fees in excess of 0.5 % of the Company’s average gross assets. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Adviser.

Under the Amended and Restated Investment Advisory Agreement, effective upon the closing of the Mergers on January 24, 2024, (i) the Management Fee increased to an annual rate of 1.50 % of the Company’s average gross assets, provided, that the Management Fee will be calculated at an annual rate of 1.00 % of the Company’s average gross assets purchased with borrowed funds above 1.0 x debt-to-equity (equivalent to $1.0 of debt outstanding for each $1.0 of equity).

As of September 30, 2024 and December 31, 2023, $ 14.6 million and $ 1.1 million was payable to the Adviser for Management Fees, respectively.

For the three and nine months ended September 30, 2024, the Company incurred $ 14.6 million and $ 38.9 million, respectively, in Management Fees under the Amended and Restated Investment Advisory Agreement and the Investment Advisory Agreement. For the three and nine months ended September 30, 2023, the Company incurred $ 1.1 million and $ 3.1 million, respectively, in Management Fees under the Investment Advisory Agreement.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Incentive Fee

The Company will also pay the Adviser an Incentive Fee consisting of two parts, which are described below. Notwithstanding anything herein to the contrary, the Adviser waived all Incentive Fees for the period from January 7, 2021 (commencement of operations) to December 31, 2023.

The incentive fee consists of two parts. The first part is referred to as the “incentive fee on income” and it is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement (as defined below) and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing the Company’s Pre-Incentive Fee Net Investment Income, the calculation methodology will look through total return swaps as if the Company owned the referenced assets directly.

Prior to the Mergers, under the Investment Advisory Agreement, the incentive fee on income for each quarter was calculated as follows:

• No incentive fee on income in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.50 %, or 6.00 % annualized (the “Preferred Return”), on net assets;

• 100 % of Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.765 % in any calendar quarter ( 7.06 % annualized). This portion of the incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 15 % on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 1.765 % ( 7.06 % annualized) in any calendar quarter; and

• For any quarter in which Pre-Incentive Fee Net Investment Income exceeds 1.765 % ( 7.06 % annualized), the incentive fee on income equals 15 % of the amount of Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.

Prior to the Mergers, for any period ending after the closing of a liquidity event, the incentive fee on income for each quarter was calculated as follows:

• No incentive fee on income in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the Preferred Return of 1.50 %, or 6.00 % annualized, on net assets;

• 100 % of Pre-Incentive Fee Net Investment Income, if any, that exceeds the Preferred Return but is less than or equal to 1.8175 % in any calendar quarter ( 7.27 % annualized), which portion of the incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 17.5 % on all of Pre-Incentive Fee Net Investment Income when Pre-Incentive Fee Net Investment Income reaches 1.8175 % ( 7.27 % annualized) in any calendar quarter; and

• For any quarter in which Pre-Incentive Fee Net Investment Income exceeds 1.8175 % ( 7.27 % annualized), the incentive fee on income equals 17.5 % of the amount of Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.

Notwithstanding the foregoing, for a period of 15 months commencing on the date of the closing of a liquidity event, the Adviser will irrevocably waive any incentive fee on income otherwise payable in excess of any amounts calculated at the pre-IPO or pre-Exchange Listing rates. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Adviser.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Under the Amended and Restated Investment Advisory Agreement, effective upon the closing of the Mergers on January 24, 2024, the incentive fee on income increased to a catch-up of 1.8175 % ( 7.27 % annualized) and 17.5 % of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds the catch-up, with the preferred return to investors each quarter remaining the same as under the Investment Advisory Agreement. In addition, Pre-Incentive Fee Net Investment Income does not include any amortization or accretion to interest income resulting solely from merger-related accounting adjustments in connection with the assets acquired in the Mergers.

As of September 30, 2024, $ 9.2 million was payable to the Adviser for the incentive fee on income. As of December 31, 2023, there was no payable to the Adviser for incentive fee on income.

For the three and nine months ended September 30, 2024, the Company incurred $ 8.8 million and $ 26.8 million in incentive fees on income under the Amended and Restated Investment Advisory Agreement. For the three and nine months ended September 30, 2023, the Company incurred $ 2.1 million and $ 6.0 million in incentive fees on income under the Investment Advisory Agreement, none of which was payable to the Adviser.

The second part of the incentive fee, referred to as the “incentive fee on capital gains during operations,” is an incentive fee on capital gains earned on cumulative realized capital gains of the Company net of cumulative realized capital losses and unrealized capital depreciation and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, if earlier). Prior to the Mergers, and prior to a liquidity event, this fee equaled 15 % of the Company’s incentive fee capital gains, which equals realized capital gains of the Company on a cumulative basis from the date of the Company’s election to be regulated as a BDC, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains during operations. Following a liquidity event, the incentive fee on capital gains during operations equals 17.5 % of the Company’s incentive fee capital gains calculated as described above, on a cumulative basis from the date of the Company’s election to be regulated as a BDC.

Under the Amended and Restated Investment Advisory Agreement, effective upon the closing of the Mergers on January 24, 2024, the incentive fee on capital gains increased to 17.5 % of our incentive fee capital gains calculated as under the Investment Advisory Agreement for periods ending after the date of the Amended and Restated Investment Advisory Agreement, on a cumulative basis from the date of our election to be regulated as a BDC. In addition, the calculation of realized capital gains, realized capital losses and unrealized capital appreciation or depreciation does not include any such amounts resulting solely from merger-related accounting adjustments in connection with the assets acquired in the Mergers.

U.S. GAAP requires that the incentive fee accrual be calculated assuming a hypothetical liquidation of the Company based upon investments held at the end of each period. In such a calculation, in order to calculate the accrual for the capital gains incentive fee in accordance with U.S. GAAP for a given period, the Company includes unrealized appreciation in calculating the accrual for the capital gains incentive fee even though such unrealized appreciation is not included in calculating the capital gains incentive fee payable under the Investment Advisory Agreement. There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, the accrual for the capital gains incentive fee, as calculated and accrued in accordance with U.S. GAAP, does not necessarily represent amounts that will be payable under the Investment Advisory Agreement.

For the three and nine months ended September 30, 2024 and 2023, the Company did not accrue incentive fees on capital gains in accordance with U.S. GAAP.

Administration Agreement

The Company entered into an administration agreement with Benefit Street Partners (the “Administration Agreement”), pursuant to which Benefit Street Partners (in such capacity, the “Administrator”) provides the Company with office facilities and certain administrative services necessary for the Company to conduct its business.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The Company reimburses BSP quarterly for all administrative costs and expenses incurred by the Adviser in performing its obligations and providing personnel and facilities under the Administration Agreement and annually for overhead expenses incurred in the course of performing its obligations under the Administration Agreement, including rent, travel, and the allocable portion of the cost of the Company’s Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Company. As of September 30, 2024 and December 31, 2023, $ 2.5 million and $ 1.2 million was payable to BSP under the Administration Agreement, respectively, which is included in accounts payable and accrued expenses on the consolidated statements of assets and liabilities.

For the three and nine months ended September 30, 2024, the Company incurred $ 0.8 million and $ 2.4 million, respectively, in administrative service fees under the Administration Agreement, which are included in the other general and administrative on the consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company incurred $ 0.3 million and $ 0.9 million, respectively, in administrative service fees under the Administration Agreement, which are included in the other general and administrative on the consolidated statements of operations.

Co-Investment Relief

The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. The SEC staff has granted the Company exemptive relief that allows it to enter into certain negotiated co-investment transactions alongside with other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of its eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or the Company’s stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 5 - Borrowings

In accordance with the 1940 Act, the Company is allowed to borrow amounts such that its asset coverage, calculated pursuant to the Investment Company Act, is at least 150 % after such borrowing, with certain limited exceptions. The Company’s asset coverage requirement applicable to senior securities was reduced from 200 % to 150 % effective September 23, 2020. As of September 30, 2024, the aggregate principal amount outstanding of the senior securities issued by the Company was $ 2.0 billion and the Company’s asset coverage was 198 %.

MS Credit Facility

On March 15, 2021, the Company, FBCC Lending I, LLC, a wholly-owned, special purpose financing subsidiary of the Company (“FBCC Lending”), and the Adviser, as the servicer, entered into a loan and servicing agreement (together with the other documents executed in connection therewith, the “MS Credit Facility”) with Morgan Stanley Asset Funding, Inc. as administrative agent, Morgan Stanley Bank, N.A., as the lender, and U.S. Bank National Association as collateral agent, account bank and collateral custodian, that provides for borrowings of up to $ 100.0 million on a committed basis. Obligations under the MS Credit Facility are secured by a first priority security interest in substantially all of the assets of FBCC Lending, including its portfolio of investments and the Company’s equity interest in FBCC Lending. The obligations of FBCC Lending under the MS Credit Facility are nonrecourse to the Company. Any amounts borrowed under the MS Credit Facility will mature, and will be due and payable, on the maturity date, which is March 15, 2025. Prior to the Third Amendment (defined below), borrowings under the MS Credit Facility bore interest at three-month LIBOR, with a LIBOR floor of zero , plus a spread of 2.25 %. Interest is payable quarterly in arrears. FBCC Lending is subject to a non-usage fee of 0.50 % on the difference between total commitments and the greater of the (i) drawn amounts and (ii) minimum utilization requirement, and, in addition, after the ramp-up period, FBCC Lending would pay interest on undrawn amounts up to the minimum utilization requirement under the MS Credit Facility if drawn amounts are less than such minimum utilization requirement. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the MS Credit Facility.

On July 1, 2021, FBCC Lending amended the MS Credit Facility to, among other things, increase the maximum permissible borrowings under the MS Credit Facility from $ 100.0 million to $ 200.0 million on a committed basis (the “First Amendment”).

On December 15, 2021, FBCC Lending amended the MS Credit Facility to, among other things, increase the maximum permissible borrowings under the MS Credit Facility from $ 200.0 million to $ 250.0 million on a committed basis (the “Second Amendment”).

On January 31, 2022, FBCC Lending amended the MS Credit Facility to, among other things, increase the maximum permissible borrowings from $ 250.0 million to $ 300.0 million on a committed basis, transition the benchmark rate to Adjusted Term SOFR and included the Canadian Imperial Bank of Commerce ("CIBC") as a lender (the “Third Amendment”). Following the Third Amendment, borrowings under the MS Credit Facility bear interest at Adjusted Term SOFR, with an Adjusted Term SOFR floor of zero, plus a spread of 2.00 %. FBCC Lending is subject to non-usage fee of 0.50 % on the difference between total commitments and the greater of the (i) drawn amounts and (ii) minimum utilization requirement, and, in addition after the ramp-up period, FBCC Lending would pay interest on undrawn amounts up to the minimum utilization requirement under the MS Credit Facility, at three month SOFR floor of zero , plus spread of 1.125 %, if drawn amounts are less than such minimum utilization requirement. The entire facility is subject to a 0.25 % administrative agent fee.

On June 28, 2022, FBCC Lending entered into a fourth amendment (together with any documents executed in connection therewith, the “Fourth Amendment”) to the MS Credit Facility. The Fourth Amendment, among other things, increases the maximum permissible borrowings under the MS Credit Facility to $ 400.0 million from $ 300.0 million on a committed basis and amends the spread on borrowings under the MS Credit Facility to 2.25 %.

The MS Credit Facility was refinanced into the JPM Credit Facility (defined below) on October 4, 2023. As a result of the refinancing to the JPM Credit Facility, the Company incurred a realized loss on extinguishment of debt of $ 1.5 million.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

MS Subscription Facility

On April 22, 2021, the Company entered into a $ 50.0 million revolving credit agreement (the “MS Subscription Facility”) with Morgan Stanley Asset Funding, Inc., as administrative agent and sole lead arranger, and Morgan Stanley Bank, N.A., as the letter of credit issuer and lender. The MS Subscription Facility is subject to certain restrictions, including availability under the borrowing base, which is based on unfunded capital commitments. The amount of permissible borrowings under the MS Subscription Facility may be increased up to an aggregate of $ 150.0 million with the consent of the lenders. The MS Subscription Facility had a maturity date of April 22, 2022, which may be extended for an additional two terms of not more than 12 months each with the consent of the administrative agent and lenders. On April 20, 2022, the Company entered into a first amendment (the “First Amendment”) to the MS Subscription Facility, which extended the maturity date to April 21, 2023, which may be extended for an additional term of not more than 12 months each with the consent of the administrative agent and lenders. On September 30, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $ 50.0 million to $ 44.5 million and on December 9, 2022, pursuant to the terms of the agreement, the Company voluntarily reduced commitments from $ 44.5 million to $ 25.5 million (together, the “MS Subscription Facility Downsizes”).

Prior to the First Amendment, the MS Subscription Facility bore interest at a rate of: (i) with respect LIBOR Rate Loans, Adjusted LIBOR (as defined in the MS Subscription Facility) for the applicable interest period plus 2.00 % per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 1.00 % per annum, (b) the federal funds rate in effect on such day plus 0.50 %, plus 1.00 % per annum and (c) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus, without duplication, 100 basis points per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the MS Subscription Facility. Subsequent to the First Amendment, the MS Subscription Facility bears interest at a rate of: (i) with respect to Term SOFR Loans, Term SOFR with a one-month Interest Period plus 2.10 % per annum and (ii) with respect to Base Rate Loans, the greatest of (a) the Prime Rate in effect on such day plus 100 basis points ( 1.00 %) per annum, (b) the federal funds rate in effect on such day plus 0.50 % plus 1.00 % per annum and (c) except during any period of time during which Term SOFR is unavailable, Term SOFR for a one-month tenor in effect on such day plus without duplication, 100 basis points ( 1.00 %) per annum plus 100 basis points ( 1.00 %) per annum. The Company paid an upfront fee and incurred other customary costs and expenses in connection with the First Amendment to MS Subscription Facility. In addition, the Company will be subject to an unused commitment fee of 0.30 %.

The MS Subscription Facility was terminated on March 29, 2023.

JPM Credit Facility

On October 4, 2023, the Company refinanced the MS Credit Facility into a $ 400.0 million credit facility with FBCC Jupiter Funding, LLC, a wholly-owned, consolidated special purpose financing subsidiary of the Company, as borrower (“Jupiter Funding”), the Adviser, as portfolio manager, the lenders party thereto, U.S. Bank National Association, as securities intermediary, U.S. Bank Trust Company, National Association as collateral administrator and collateral agent, and JPMorgan Chase Bank, National Association, as administrative agent (the “JPM Credit Facility”). The JPM Credit Facility provides for borrowings through October 4, 2026, and any amounts borrowed under the JPM Credit Facility will mature on October 4, 2027. Borrowings under the JPM Credit Facility will bear interest at a benchmark rate, currently SOFR, plus a margin of 2.75 % per annum, which is inclusive of an administrative agent fee. Interest is payable quarterly in arrears. Jupiter Funding will be subject to a non-usage fee of 0.75 %, which is inclusive of the administrative agent fee, to the extent the commitments available under the JPM Credit Facility have not been borrowed. Jupiter Funding paid an upfront fee and incurred other customary costs and expenses in connection with the JPM Credit Facility.

Wells Fargo Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $ 300.0 million revolving credit facility with the Company, as collateral manager, Funding I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The Wells Fargo Credit Facility provides for borrowings through August 25, 2026, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 25, 2028. The Wells Fargo Credit Facility has an interest rate of daily simple SOFR (with a daily simple SOFR floor of zero ), plus a spread of 2.75 % per annum. Pursuant to an amendment to the loan and servicing agreement entered into on August 30, 2024 (“Wells Fargo Credit Facility Amendment”), the spread was reduced to 2.15 % per annum from 2.75 % per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50 % for the first 25% of the unused balance and increases to 2.00 % for any remaining unused balance. Pursuant to the Wells Fargo Credit Facility Amendment, the non-usage fee per annum is now 0.50 % for the first 70% of the unused balance and increases to 2.00 % for any remaining unused balance.

Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of investments and FBCC’s equity interest in Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to FBCC.

In connection with the Wells Fargo Credit Facility, FBCC and Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.

FBLC JPM Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company, through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, became party to a $ 400.0 million revolving credit facility with JPMorgan, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary (the “FBLC JPM Credit Facility”).

The FBLC JPM Credit Facility provides for borrowings through September 15, 2026, and any amounts borrowed under the FBLC JPM Credit Facility will mature on September 15, 2027. The FBLC JPM Credit Facility has an interest rate of SOFR plus 2.80 % (subject to further increases consistent with the terms of the FBLC JPM Credit Facility), which is inclusive of an administrative agent fee. The FBLC JPM Credit Facility will be subject to a non-usage fee to be 0.75 %, inclusive of an administrative agent fee. The non-usage fee of 0.75 % (inclusive of an administrative agent fee) applies to the first 20% of the unused balance and increases to 3.00 % for any remaining unused balance. FBCC and 57th Street are permitted to submit a commitment increase request to up to $ 800.0 million.

57th Street’s obligations under the FBLC JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and FBCC’s equity interest in 57th Street. The obligations of 57th Street under the FBLC JPM Credit Facility are non-recourse to FBCC.

In connection with the FBLC JPM Credit Facility, FBCC and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The FBLC JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the FBLC JPM Credit Facility may terminate FBCC in its capacity as collateral manager/portfolio manager under the FBLC JPM Credit Facility. Upon the occurrence of an event of default under the FBLC JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the FBLC JPM Credit Facility immediately due and payable.

JPM Revolver Facility

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a $ 505.0 million revolving credit facility with JPMorgan, as administrative agent and as collateral agent, Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The JPM Revolver Facility provides for borrowings through December 8, 2027, and any amounts borrowed under the JPM Revolver Facility will mature on December 8, 2028. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98 % per annum. Interest is payable quarterly in arrears. The Company will be subject to a non-usage fee of 0.38 % to the extent the commitments available under the JPM Revolver Facility have not been borrowed.

In connection with the JPM Revolver Facility, FBCC has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.

2024 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2024 Notes Purchase Agreement”) with Sandler O’Neill & Partners, L.P (the “Initial Purchaser”) relating to the sale of $ 100.0 million aggregate principal amount of 4.85 % fixed rate notes due 2024 (the “2024 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501 (a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2024 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2024 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2024 Notes were approximately $ 98.4 million, after deducting the Initial Purchaser’s discounts and commissions of approximately $ 1.2 million and estimated offering expenses of approximately $ 0.4 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The 2024 Notes were issued pursuant to the Indenture dated as of December 19, 2017 (the “2017 Indenture”) between the Company and U.S. Bank Trust Company, National Association, and a Third Supplemental Indenture, dated as of December 5, 2019, between the Company and U.S. Bank Trust Company, National Association. The 2024 Notes will mature on December 15, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.85 % per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes. The 2024 Notes rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and U.S. Bank Trust Company, National Association if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture. In addition, if a change of control repurchase event, as defined in the 2017 Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100 % of the principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

2026 Notes

On January 24, 2024, as a result of the consummation of the Mergers, the Company became party to a Purchase Agreement (the “2026 Notes Purchase Agreement”) with the initial purchaser listed therein relating to the sale of $ 300.0 million aggregate principal amount of 3.25 % fixed rate notes due 2026 (the “Restricted 2026 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2026 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2026 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The Restricted 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2026 Notes were approximately $ 296.0 million, after deducting the Initial Purchaser’s discounts and commissions and estimated offering expenses. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The Restricted 2026 Notes were issued pursuant to the Indenture dated as of March 29, 2021 (the “2021 Indenture”), between the Company and U.S. Bank Trust Company, National Association (the “Trustee”), and a Supplemental Indenture, dated as of March 29, 2021 (the “First Supplemental Indenture”), between the Company and the Trustee. The 2026 Notes (as defined below) will mature on March 30, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 3.25 % per year payable semi-annually on March 30 and September 30 of each year, commencing on September 30, 2021. The 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes. The 2026 Notes rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2021 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the 2021 Indenture. In addition, if a change of control repurchase event, as defined in the 2021 Indenture, occurs prior to maturity, holders of the 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the “Unrestricted 2026 Notes” and, together with the Restricted 2026 Notes, the “2026 Notes”), through which holders representing 99.88 % of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes.

2029 Notes

On April 29, 2024, the Company entered into a purchase agreement (the “2029 Notes Purchase Agreement”) by and among the Company, the Adviser, Benefit Street Partners and J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers (the “Initial Purchasers”), in connection with the issuance and sale of $ 300.0 million aggregate principal amount of the Company’s 7.20 % Notes due 2029 (the “2029 Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchasers. The 2029 Notes Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The 2029 Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The net proceeds from the sale of the 2029 Notes were approximately $ 293.0 million, after deducting the initial purchaser discount and estimated offering expenses. The 2029 Notes were issued on May 6, 2024, pursuant to the 2021 Indenture, and a Third Supplemental Indenture, dated as of May 6, 2024 (the “Third Supplemental Indenture” and, together with the 2021 Indenture, the “2029 Indenture”), between the Company and the Trustee. The 2029 Notes will mature on June 15, 2029 unless repurchased or redeemed in accordance with their terms prior to such date. The 2029 Notes bear interest at a rate of 7.20 % per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2024. The 2029 Notes are general unsecured obligations of the Company that rank senior

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s consolidated and unconsolidated subsidiaries, financing vehicles or similar facilities. The 2029 Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and to provide financial information to the holders of the 2029 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the 2029 Indenture. In addition, if a change of control repurchase event, as defined in the 2029 Indenture, occurs prior to maturity, holders of the 2029 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2029 Notes at a repurchase price equal to 100 % of the principal amount of the 2029 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. In connection with the offer and sale of the 2029 Notes, the Company entered into a Registration Rights Agreement, dated as of May 6, 2024 (the “Registration Rights Agreement”), with J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the SEC a registration statement relating to an offer to exchange the 2029 Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the 2029 Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company is not able to effect the exchange offer, the Company will be obligated to file a shelf registration statement covering the resale of the 2029 Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the 2029 Notes.

The following table represents borrowings as of September 30, 2024:


	Maturity Date	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility	10/4/2027	$	400,000	$	300,000	$	( 1,666 )	$	298,334
Wells Fargo Credit Facility	8/25/2028	300,000		300,000		—		300,000
FBLC JPM Credit Facility	9/15/2027	400,000		320,000		—		320,000
JPM Revolver Facility	12/8/2028	505,000		284,216		—		284,216
2024 Notes	12/15/2024	100,000		100,000		—		100,000
2026 Notes	3/30/2026	300,000		300,000		—		300,000
2029 Notes	6/15/2029	300,000		296,983		( 4,073 )		292,910
Total		$	2,305,000	$	1,901,199	$	( 5,739 )	$	1,895,460

The following table represents borrowings as of December 31, 2023:


	Maturity Date	Total Aggregate Borrowing Capacity		Total Principal Outstanding		Less Deferred Financing Costs		Amount per Consolidated Statements of Assets and Liabilities
JPM Credit Facility	10/4/2027	$	400,000	$	322,000	$	( 2,082 )	$	319,918
Total		$	400,000	$	322,000	$	( 2,082 )	$	319,918

The weighted average annualized interest cost for all facility borrowings and unsecured notes for the nine months ended September 30, 2024 and 2023 was 6.88 % and 7.63 %, respectively. The average daily debt outstanding for facility borrowings and unsecured notes for the nine months ended September 30, 2024 and 2023 was $ 1.5 billion and $ 0.4 billion, respectively. The maximum debt outstanding for facility borrowings and unsecured notes for the nine months ended September 30, 2024 and 2023 was $ 2.0 billion and $ 0.4 billion, respectively.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Short-term Borrowings

From time to time, the Company finances the purchase of certain investments through repurchase agreements. In the repurchase agreements, the Company enters into a trade to sell an investment and contemporaneously enter into a trade to buy the same investment back on a specified date in the future with the same counterparty. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860—Transfers and Servicing and remains as an investment on the consolidated statements of assets and liabilities. The Company uses repurchase agreements as a short-term financing alternative. As of September 30, 2024 and December 31, 2023, the Company had no short-term borrowings outstanding. For the three and nine months ended September 30, 2024, the Company recorded no interest expense in connection with short-term borrowings. For the three and nine months ended September 30, 2023, the Company recorded interest expense of $ 0.4 million and $ 1.7 million, respectively, in connection with short-term borrowings. For the nine months ended September 30, 2024, the Company did not have short term borrowings. For the nine months ended September 30, 2023, the Company had an average outstanding balance of short-term borrowings of $ 27.1 million and bore interest at a weighted average rate of 0.02 %.

Secured Borrowings

On August 21, 2023, the Company entered into a total return swap (“TRS”) with Nomura. A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The Company pays interest to Nomura for each loan at a rate equal to three-month SOFR plus 3.60 % per annum. On April 24, 2024, the rate was amended to three-month SOFR plus 2.80 % per annum. Upon the termination or repayment of any loan under the TRS, the Company will either receive from Nomura the appreciation in the value of such loan or pay to Nomura any depreciation in the value of such loan. The scheduled termination date for the TRS is February 17, 2025. The Company may terminate the TRS prior to February 17, 2025 upon the occurrence of certain events but in certain circumstances may be required to pay certain termination fees.

As of September 30, 2024 and December 31, 2023, all total return swaps on the Nomura TRS were entered into contemporaneously with the Company’s sale of their reference assets. Due to the Company’s continuing involvement in these assets, these assets are not derecognized under ASC Topic 860 -- Transfers and Servicing, and are presented on the consolidated schedule of investments. Financing amounts related to these assets are presented as secured borrowings on the consolidated statement of assets and liabilities. Any margin paid to the counterparty under the terms of the TRS agreement is included in the “Due from broker” on the Company’s consolidated statements of assets and liabilities.

The TRS is subject to the SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies. The rule requires that the Company trade derivatives and other transactions that create future payment or delivery obligations subject to a value-at-risk leverage limit and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless the Company qualifies as a “limited derivatives user,” as defined in the rule, in which case certain exceptions to these conditions would apply. The Company may qualify as a limited derivatives user if it adopts and implements written policies and procedures reasonably designed to manage the Company's derivatives risk and the Company's derivatives exposure does not exceed 10 percent of the Company's net assets as calculated in accordance with the rule.

As of September 30, 2024 and December 31, 2023, the Company had secured borrowings outstanding of $ 30.8 million and $ 33.3 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded interest expense of $ 0.5 million and $ 1.5 million, respectively in connection with secured borrowings. For the three and nine months ended September 30, 2023, the Company recorded interest expense of $ 0.2 million and $ 0.2 million, respectively, in connection with secured borrowings. For the nine months ended September 30, 2024, the Company had an average outstanding balance of secured borrowings of $ 31.3 million and bore interest at a weighted average rate of 6.39 %. For the period August 21, 2023 through September 30, 2023, the Company had an average outstanding balance of secured borrowings of $ 24.1 million and bore interest at a weighted average rate of 8.98 %.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The following table represents interest and debt fees for the three and nine months ended September 30, 2024:


	Three Months Ended September 30, 2024								Nine Months Ended September 30, 2024
	Interest Rate	Non-Usage Rate	Interest Expense		Deferred Financing Costs (1)		Other Fees (2)		Interest Rate	Non-Usage Rate	Interest Expense		Deferred Financing Costs (1)		Other Fees (2)
JPM Credit Facility	S + 2.75 %	0.75 %	$	6,043	$	139	$	384	S + 2.75 %	0.75 %	$	18,393	$	415	$	1,089
Wells Fargo Credit Facility	(3)	(4)	4,914		—		115		(3)	(4)	12,996		—		324
FBLC JPM Credit Facility	(5)	(6)	6,486		—		356		(5)	(6)	17,681				947
JPM Revolver Facility	(7)	0.38 %	4,579		—		247		(7)	0.38 %	10,681		—		782
2024 Notes	4.85 %	n/a	1,212		—		—		4.85 %	n/a	3,341		—		10
2026 Notes	3.25 %	n/a	2,437		—		—		3.25 %	n/a	6,764		—		10
2029 Notes	7.20 %	n/a	5,562		218		—		7.20 %	n/a	8,960		351		—
Secured borrowings	(8)	n/a	474		—		—		(8)	n/a	1,502		131		—
Total			$	31,707	$	357	$	1,102			$	80,318	$	897	$	3,162

(1) Amortization of deferred financing costs.

(2) Includes non-usage fees, custody fees, and administrative agent fees.

(3) From January 24, 2024 through August 30, 2024, the Wells Fargo Credit Facility had an interest rate of daily simple SOFR, with a daily simple SOFR floor of zero , plus a spread of 2.75 % per annum. From August 31, 2024 through September 30, 2024, the interest rate was amended to be daily simple SOFR, with a daily simple SOFR floor of zero , plus a spread of 2.15 % per annum.

(4) From January 24, 2024 through August 30, 2024, the non-usage fee per annum was 0.50 % for the first 25% of the unused balance and increases to 2.00 % for any remaining unused balance. From August 31, 2024 through September 30, 2024, the non-usage fee per annum was 0.50 % for the first 70% of the unused balance and increases to 2.00 % for any remaining unused balance.

(5) From January 24, 2024 through September 30, 2024, the JPM Credit Facility had an interest rate of three-month Term SOFR, plus a spread of 2.80 % per annum, inclusive of an administrative agent fee of 0.20 %.

(6) From January 24, 2024 through September 30, 2024, the non-usage fee per annum was 0.75 %, inclusive of an administrative fee of 0.20 %.

(7) From January 24, 2024 through September 30, 2024, the interest rate was three-month Term SOFR, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 1.98 % per annum.

(8) From January 1, 2024 through April 23, 2024, the interest rate was three-month SOFR plus 3.60 % per annum. From April 24, 2024 through September 30, 2024, the interest rate was amended to be three-month SOFR plus 2.80 % per annum.

With respect to all of the FBLC borrowings assumed by the Company, interest expense and debt fees were calculated and disclosed for the period from January 24, 2024 to September 30, 2024. No prior expense was disclosed on the FBLC facilities.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The following table represents interest and debt fees for the three and nine months ended September 30, 2023:


	Three Months Ended September 30, 2023								Nine months ended September 30, 2023
	Interest Rate	Non-Usage Rate	Interest Expense		Deferred Financing Costs (1)		Other Fees (2)		Interest Rate	Non-Usage Rate	Interest Expense		Deferred Financing Costs (1)		Other Fees (2)
MS Credit Facility	(3)	0.50 %	$	6,622	$	254	$	359	(3)	0.50 %	$	19,229	$	753	$	1,084
MS Subscription Facility (5)	—	—	—		—		—		(4)	0.30 %	404		98		—
Short-term borrowings			422		—		—				1,692		—		—
Secured borrowings	S+ 3.60 %		185		—		—				185		—		—
Total			$	7,229	$	254	$	359			$	21,510	$	851	$	1,084

(1) Amortization of deferred financing costs.

(2) Includes non-usage fees, custody fees and administrative agent fees.

(3) From January 1, 2023 to September 30, 2023, the MS Credit Facility had an interest rate priced at Term SOFR, plus a spread of 2.25 %.

(4) From January 1, 2023 to March 29, 2023, the MS Subscription Facility bore interest at a rate of Term SOFR with a one-month Interest Period plus 2.10 % per annum.

(5) Amount presented represents activity prior to termination on March 29, 2023.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate fair value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates, accounts payable, short-term borrowings, and secured borrowings approximate their carrying value on the accompanying consolidated statements of assets and liabilities due to their short-term nature.

At September 30, 2024, the carrying amount of the Company's secured borrowings approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's borrowings is estimated based upon market interest rates for the Company's own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of September 30, 2024 and December 31, 2023, the Company's borrowings would be deemed to be Level 3, as defined in Note 3 - Fair Value of Financial Instruments .

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the accompanying consolidated statements of assets and liabilities are reported below:


	Level	Carrying Amount as of September 30, 2024		Fair Value as of September 30, 2024
JPM Credit Facility	3	$	300,000	$	300,000
Wells Fargo Credit Facility	3	300,000		300,000
FBLC JPM Credit Facility	3	320,000		320,000
JPM Revolver Facility	3	284,216		284,216
2024 Notes	3	100,000		99,886
2026 Notes	3	300,000		290,631
2029 Notes	3	296,983		307,758
Total		$	1,901,199	$	1,902,491


	Level	Carrying Amount as of December 31, 2023		Fair Value as of December 31, 2023
JPM Credit Facility	3	$	322,000	$	322,000
Total		$	322,000	$	322,000

Note 6 - Commitments and Contingencies

Commitments

In the ordinary course of business, the Company may enter into future funding commitments. As of September 30, 2024, the Company had unfunded commitments on delayed draw term loans of $ 222.9 million, unfunded commitments on revolver term loans of $ 196.0 million, and unfunded commitments on term loans of $ 1.0 million. As of December 31, 2023, the Company had unfunded commitments on delayed draw term loans of $ 34.3 million, and unfunded commitments on revolver term loans of $ 42.2 million. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings to fund such unfunded commitments.

As of September 30, 2024, the Company's unfunded commitments consisted of the following:

Portfolio Company Name

Investment Type

Commitment Type

Total Commitment

Remaining Commitment

ADCS Clinics Intermediate Holdings, LLC

Senior Secured First Lien Debt

Revolver

1,797

1,643

Adelaide Borrower, LLC

Senior Secured First Lien Debt

Delayed Draw

7,960

Adelaide Borrower, LLC

Senior Secured First Lien Debt

Revolver

4,989

Alera Group Intermediate Holdings, Inc.

Senior Secured First Lien Debt

Delayed Draw

4,963

3,453

Arch Global Precision, LLC

Senior Secured First Lien Debt

Revolver

1,008

Arctic Holdco, LLC

Senior Secured First Lien Debt

Revolver

4,574

1,334

Armada Parent, Inc.

Senior Secured First Lien Debt

Delayed Draw

6,488

3,277

Armada Parent, Inc.

Senior Secured First Lien Debt

Revolver

7,864

Artifact Bidco, Inc.

Senior Secured First Lien Debt

Delayed Draw

2,663

Artifact Bidco, Inc.

Senior Secured First Lien Debt

Revolver

1,901

AuditBoard, Inc.

Senior Secured First Lien Debt

Delayed Draw

10,898

AuditBoard, Inc.

Senior Secured First Lien Debt

Revolver

4,360

Avalara, Inc.

Senior Secured First Lien Debt

Revolver

6,020

Azurite Intermediate Holdings, Inc.

Senior Secured First Lien Debt

Delayed Draw

22,639

8,150

Azurite Intermediate Holdings, Inc.

Senior Secured First Lien Debt

Revolver

3,622

Bingo Group Buyer, Inc.

Senior Secured First Lien Debt

Delayed Draw

1,695

Bingo Group Buyer, Inc.

Senior Secured First Lien Debt

Revolver

652

632

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Portfolio Company Name

Investment Type

Commitment Type

Total Commitment

Remaining Commitment

Capstone Logistics

Senior Secured First Lien Debt

Revolver

1,804

Capstone Logistics

Senior Secured First Lien Debt

Delayed Draw

208

Center Phase Energy, LLC

Senior Secured First Lien Debt

Revolver

6,593

2,747

Communication Technology Intermediate, LLC

Senior Secured First Lien Debt

Revolver

3,361

2,173

Demakes Borrower, LLC

Senior Secured First Lien Debt

Delayed Draw

5,043

Dynagrid Holdings, LLC

Senior Secured First Lien Debt

Revolver

2,262

1,357

Faraday Buyer, LLC

Senior Secured First Lien Debt

Delayed Draw

5,599

Galway Borrower, LLC

Senior Secured First Lien Debt

Delayed Draw

4,512

Galway Borrower, LLC

Senior Secured First Lien Debt

Revolver

3,324

2,452

Gogo Intermediate Holdings, LLC

Senior Secured First Lien Debt

Revolver

1,505

Ground Penetrating Radar Systems, LLC

Senior Secured First Lien Debt

Delayed Draw

1,970

Ground Penetrating Radar Systems, LLC

Senior Secured First Lien Debt

Revolver

1,050

892

HealthEdge Software, Inc.

Senior Secured First Lien Debt

Delayed Draw

9,566

HealthEdge Software, Inc.

Senior Secured First Lien Debt

Revolver

2,870

Hospice Care Buyer, Inc.

Senior Secured First Lien Debt

Revolver

2,811

1,796

ICR Operations, LLC

Senior Secured First Lien Debt

Revolver

6,178

3,166

ICR Operations, LLC

Senior Secured First Lien Debt

Revolver

1,810

Ideal Tridon Holdings, Inc.

Senior Secured First Lien Debt

Revolver

2,868

IG Investments Holdings, LLC

Senior Secured First Lien Debt

Revolver

3,463

Indigo Buyer, Inc.

Senior Secured First Lien Debt

Delayed Draw

11,429

Indigo Buyer, Inc.

Senior Secured First Lien Debt

Revolver

5,166

Integrated Efficiency Solutions, Inc.

Senior Secured First Lien Debt

Revolver

600

390

Integrated Global Services, Inc.

Senior Secured First Lien Debt

Revolver

2,028

IQN Holding Corp.

Senior Secured First Lien Debt

Revolver

1,520

1,165

Knowledge Pro Buyer, Inc.

Senior Secured First Lien Debt

Delayed Draw

23,437

6,933

Knowledge Pro Buyer, Inc.

Senior Secured First Lien Debt

Revolver

3,678

2,795

Mandrake Bidco, Inc.

Senior Secured First Lien Debt

Revolver

10,102

Manna Pro Products, LLC

Senior Secured First Lien Debt

Revolver

2,706

McDonald Worley, P.C.

Senior Secured First Lien Debt

Term Loan

1,016

Medical Management Resource Group, LLC

Senior Secured First Lien Debt

Revolver

1,929

849

Midwest Can Company, LLC

Senior Secured First Lien Debt

Revolver

2,019

Miller Environmental Group, Inc.

Senior Secured First Lien Debt

Delayed Draw

4,886

Miller Environmental Group, Inc.

Senior Secured First Lien Debt

Delayed Draw

9,773

Miller Environmental Group, Inc.

Senior Secured First Lien Debt

Revolver

4,885

Mirra-Primeaccess Holdings, LLC

Senior Secured First Lien Debt

Revolver

11,256

2,814

MRI Software, LLC

Senior Secured First Lien Debt

Delayed Draw

8,981

6,772

Norvax, LLC

Senior Secured First Lien Debt

Revolver

576

316

Odessa Technologies, Inc.

Senior Secured First Lien Debt

Revolver

5,451

ORG GC Holdings, LLC

Senior Secured First Lien Debt

Delayed Draw

584

PetVet Care Centers, LLC

Senior Secured First Lien Debt

Delayed Draw

4,032

PetVet Care Centers, LLC

Senior Secured First Lien Debt

Revolver

4,032

Pie Buyer, Inc.

Senior Secured First Lien Debt

Revolver

2,581

860

PlayPower, Inc.

Senior Secured First Lien Debt

Revolver

2,617

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)



Portfolio Company Name	Investment Type	Commitment Type	Total Commitment		Remaining Commitment
Pluralsight, LLC	Senior Secured First Lien Debt	Delayed Draw	$	2,879	$	2,879
Pluralsight, LLC	Senior Secured First Lien Debt	Revolver	1,151		1,151
Point Broadband Acquisition, LLC	Senior Secured First Lien Debt	Delayed Draw	9,667		9,667
Post Road Equipment Finance, LLC	Subordinated Debt	Delayed Draw	20,000		18,000
Premiere Global Services, Inc.	Senior Secured First Lien Debt	Revolver	1,042		73
Questex, Inc.	Senior Secured First Lien Debt	Revolver	1,938		1,938
Reagent Chemical and Research, LLC	Senior Secured First Lien Debt	Revolver	7,478		7,478
Relativity Oda, LLC	Senior Secured First Lien Debt	Revolver	660		660
REP TEC Intermediate Holdings, Inc.	Senior Secured First Lien Debt	Revolver	2,696		2,696
RSC Acquisition, Inc.	Senior Secured First Lien Debt	Revolver	1,248		1,248
RSC Acquisition, Inc.	Senior Secured First Lien Debt	Delayed Draw	701		701
RSC Acquisition, Inc.	Senior Secured First Lien Debt	Delayed Draw	11,226		11,226
Saturn SHC Buyer Holdings, Inc.	Senior Secured First Lien Debt	Revolver	12,898		12,898
SCIH Salt Holdings, Inc.	Senior Secured First Lien Debt	Revolver	3,746		3,559
Sherlock Buyer Corp.	Senior Secured First Lien Debt	Revolver	1,865		1,865
Simplifi Holdings, Inc.	Senior Secured First Lien Debt	Revolver	5,502		4,745
St. Croix Hospice Acquisition Corp.	Senior Secured First Lien Debt	Revolver	6,743		6,743
The NPD Group, LP	Senior Secured First Lien Debt	Revolver	2,865		1,261
Trinity Air Consultants Holdings Corp.	Senior Secured First Lien Debt	Delayed Draw	13,399		4,877
Trinity Air Consultants Holdings Corp.	Senior Secured First Lien Debt	Revolver	2,850		2,850
Triple Lift, Inc.	Senior Secured First Lien Debt	Revolver	4,693		2,894
Trystar, LLC	Senior Secured First Lien Debt	Delayed Draw	12,605		12,605
Trystar, LLC	Senior Secured First Lien Debt	Revolver	6,291		6,291
US Oral Surgery Management Holdco, LLC	Senior Secured First Lien Debt	Delayed Draw	9,138		5,263
US Oral Surgery Management Holdco, LLC	Senior Secured First Lien Debt	Revolver	1,694		1,694
US Salt Investors, LLC	Senior Secured First Lien Debt	Revolver	3,103		3,103
Varicent Intermediate Holdings Corp.	Senior Secured First Lien Debt	Delayed Draw	4,820		4,820
Varicent Intermediate Holdings Corp.	Senior Secured First Lien Debt	Revolver	2,488		2,488
Victors CCC Buyer, LLC	Senior Secured First Lien Debt	Delayed Draw	6,266		6,266
Victors CCC Buyer, LLC	Senior Secured First Lien Debt	Revolver	4,537		4,537
West Coast Dental Services, Inc.	Senior Secured First Lien Debt	Revolver	3,651		1,109
Westwood Professional Services, Inc.	Senior Secured First Lien Debt	Delayed Draw	13,625		13,625
Westwood Professional Services, Inc.	Senior Secured First Lien Debt	Revolver	6,813		6,813
WHCG Purchaser III, Inc.	Senior Secured First Lien Debt	Delayed Draw	7,556		7,556
WIN Holdings III Corp.	Senior Secured First Lien Debt	Revolver	6,356		4,370
Zendesk, Inc.	Senior Secured First Lien Debt	Delayed Draw	16,004		16,004
Zendesk, Inc.	Senior Secured First Lien Debt	Revolver	6,590		6,590
			$	512,958	$	419,863

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

As of December 31, 2023, the Company's unfunded commitments consisted of the following:

Portfolio Company Name

Investment Type

Commitment Type

Total Commitment

Remaining Commitment

ADCS Clinics Intermediate Holdings, LLC

Senior Secured First Lien Debt

Revolver

533

Alera Group Intermediate Holdings, Inc.

Senior Secured First Lien Debt

Delayed Draw

1,637

Alera Group Intermediate Holdings, Inc.

Senior Secured First Lien Debt

Delayed Draw

5,745

740

Armada Parent, Inc.

Senior Secured First Lien Debt

Delayed Draw

2,024

1,019

Armada Parent, Inc.

Senior Secured First Lien Debt

Revolver

2,444

Avalara, Inc.

Senior Secured First Lien Debt

Revolver

1,990

Center Phase Energy, LLC

Senior Secured First Lien Debt

Revolver

6,593

Communication Technology Intermediate, LLC

Senior Secured First Lien Debt

Revolver

998

912

Community Brands ParentCo, LLC

Senior Secured First Lien Debt

Delayed Draw

1,085

Community Brands ParentCo, LLC

Senior Secured First Lien Debt

Revolver

542

Demakes Borrower, LLC

Senior Secured First Lien Debt

Delayed Draw

1,323

Eliassen Group, LLC

Senior Secured First Lien Debt

Delayed Draw

1,450

995

Faraday Buyer, LLC

Senior Secured First Lien Debt

Delayed Draw

1,851

FGT Purchaser, LLC

Senior Secured First Lien Debt

Revolver

976

634

Galway Borrower, LLC

Senior Secured First Lien Debt

Revolver

861

Geosyntec Consultants, Inc.

Senior Secured First Lien Debt

Delayed Draw

5,480

2,737

Geosyntec Consultants, Inc.

Senior Secured First Lien Debt

Revolver

2,017

Gogo Intermediate Holdings, LLC

Senior Secured First Lien Debt

Revolver

452

IG Investments Holdings, LLC

Senior Secured First Lien Debt

Revolver

632

Indigo Buyer, Inc.

Senior Secured First Lien Debt

Revolver

1,536

922

IQN Holding Corp.

Senior Secured First Lien Debt

Delayed Draw

660

IQN Holding Corp.

Senior Secured First Lien Debt

Revolver

503

Knowledge Pro Buyer, Inc.

Senior Secured First Lien Debt

Delayed Draw

7,323

6,281

Knowledge Pro Buyer, Inc.

Senior Secured First Lien Debt

Revolver

1,147

872

Medical Management Resource Group, LLC

Senior Secured First Lien Debt

Revolver

603

265

Mirra-Primeaccess Holdings, LLC

Senior Secured First Lien Debt

Revolver

3,429

2,572

Odessa Technologies, Inc.

Senior Secured First Lien Debt

Revolver

1,704

PetVet Care Centers, LLC

Senior Secured First Lien Debt

Delayed Draw

1,057

PetVet Care Centers, LLC

Senior Secured First Lien Debt

Revolver

1,057

Pie Buyer, Inc.

Senior Secured First Lien Debt

Delayed Draw

2,902

2,267

Pie Buyer, Inc.

Senior Secured First Lien Debt

Revolver

741

395

Pluralsight, LLC

Senior Secured First Lien Debt

Revolver

638

142

Relativity Oda, LLC

Senior Secured First Lien Debt

Revolver

196

Saturn SHC Buyer Holdings, Inc.

Senior Secured First Lien Debt

Revolver

4,012

Sherlock Buyer Corp.

Senior Secured First Lien Debt

Delayed Draw

1,454

Sherlock Buyer Corp.

Senior Secured First Lien Debt

Revolver

581

Simplifi Holdings, Inc.

Senior Secured First Lien Debt

Revolver

1,720

1,398

SunMed Group Holdings, LLC

Senior Secured First Lien Debt

Revolver

259

The NPD Group, LP

Senior Secured First Lien Debt

Revolver

943

773

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)



Portfolio Company Name	Investment Type	Commitment Type	Total Commitment		Remaining Commitment
Trinity Air Consultants Holdings Corp.	Senior Secured First Lien Debt	Delayed Draw	$	1,232	$	675
Trinity Air Consultants Holdings Corp.	Senior Secured First Lien Debt	Revolver	857		857
Triple Lift, Inc.	Senior Secured First Lien Debt	Revolver	1,393		859
US Oral Surgery Management Holdco, LLC	Senior Secured First Lien Debt	Revolver	527		527
US Salt Investors, LLC	Senior Secured First Lien Debt	Revolver	934		934
Vensure Employer Services, Inc.	Senior Secured First Lien Debt	Delayed Draw	3,771		3,311
Victors CCC Buyer, LLC	Senior Secured First Lien Debt	Delayed Draw	1,875		1,875
Victors CCC Buyer, LLC	Senior Secured First Lien Debt	Revolver	1,358		1,358
West Coast Dental Services, Inc.	Senior Secured First Lien Debt	Revolver	1,087		145
Westwood Professional Services, Inc.	Senior Secured First Lien Debt	Revolver	162		162
WHCG Purchaser III, Inc.	Senior Secured First Lien Debt	Revolver	1,821		5
WIN Holdings III Corp.	Senior Secured First Lien Debt	Revolver	1,908		1,908
Zendesk, Inc.	Senior Secured First Lien Debt	Delayed Draw	5,304		5,304
Zendesk, Inc.	Senior Secured First Lien Debt	Revolver	2,184		2,184
			$	95,511	$	76,471

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.

Indemnifications

In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that may result in the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such events are remote.

Note 7 - Economic Dependency

Under various agreements, the Company has engaged or will engage the Adviser and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Adviser and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.

Note 8 - Capital

Investor Commitments

The following table summarizes the total capital commitments and unfunded capital commitments of Common Stock and Series A Preferred Stock as of September 30, 2024 and as of December 31, 2023, excluding the impact of net assets acquired as a result of the Mergers:

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


	As of September 30, 2024				As of December 31, 2023
	Capital Commitments		Unfunded Capital Commitments		Capital Commitments		Unfunded Capital Commitments
Common Stock	$	375,461	$	—	$	375,461	$	900
Series A Preferred Stock	77,500		—		77,500		—
Total	$	452,961	$	—	$	452,961	$	900

Capital Drawdowns

The following table summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the nine months ended September 30, 2024:


Share Issue Date	Shares Issued	Net Proceeds Received
For the nine months ended September 30, 2024
April 24, 2024	61,058	$	900

Total Capital Drawdowns	61,058	$	900

Refer to Note 17 - Merger with FBLC for shares of Common Stock issued in connection with the Mergers.

The following table summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended December 31, 2023:


Share Issue Date	Shares Issued	Net Proceeds Received
For the year ended December 31, 2023
March 27, 2023	532,871	$	8,073
July 31, 2023	111,905	1,645


Total Capital Drawdowns	644,776	$	9,718

The issuances of Common Stock described above were exempt from the registration requirements of 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.

For the nine months ended September 30, 2024, there were no capital drawdowns of Series A Preferred Stock.

The following table summarizes the total shares issued and proceeds, net of offering costs related to capital drawdowns of Series A Preferred Stock for the year ended December 31, 2023:


Share Issue Date	Shares Issued	Net Proceeds Received
For the year ended December 31, 2023
March 27, 2023	41,353	$	41,291


Total Capital Drawdowns	41,353	$	41,291

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 9 - Common Stock

The following table reflects the net assets attributable to Common Stock activity for the nine months ended September 30, 2024:


	Common stock - shares	Common stock - par		Additional paid in capital		Total distributable earnings (loss)		Total net assets attributable to common stock































Balance as of December 31, 2023	26,080,389	$	26	$	400,332	$	( 12,239 )	$	388,119
Net investment income (loss)	—	—		—		49,737		49,737
Net realized gain (loss) from investment transactions	—	—		—		1,283		1,283
Net change in unrealized appreciation (depreciation) on investments	—	—		—		( 24,800 )		( 24,800 )
Accretion to redemption value of Series A redeemable convertible preferred stock	—	—		—		( 5 )		( 5 )
Accrual of Series A redeemable convertible preferred stock distributions	—	—		—		( 2,197 )		( 2,197 )
Distributions to common stockholders	—	—		—		( 11,182 )		( 11,182 )
Issuance of shares in connection with the Mergers	110,033,324	110		1,594,151		—		1,594,261

Reinvested dividends	221,360	0 (1)		3,342		—		3,342
Balance as of March 31, 2024	136,335,073	$	136	$	1,997,825	$	597	$	1,998,558
Net investment income (loss)	—	$	—	$	—	$	48,677	$	48,677
Net realized gain (loss) from investment transactions	—	—		—		250		250
Net change in unrealized appreciation (depreciation) on investments	—	—		—		( 16,015 )		( 16,015 )
Accretion to redemption value of Series A redeemable convertible preferred stock	—	—		—		( 4 )		( 4 )
Accrual of Series A redeemable convertible preferred stock distributions	—	—		—		( 1,687 )		( 1,687 )
Distributions to common stockholders	—	—		—		( 45,004 )		( 45,004 )

Issuance of common stock, net of issuance costs	61,058	0 (1)		900		—		900
Repurchases	( 2,837,405 )	( 3 )		( 41,167 )		—		( 41,170 )
Reinvested dividends	685,533	1		9,932		—		9,933
Balance as of June 30, 2024	134,244,259	$	134	$	1,967,490	$	( 13,186 )	$	1,954,438
Net investment income (loss)	—	$	—	$	—	$	44,405	$	44,405
Net realized gain (loss) from investment transactions	—	—		—		( 22,667 )		( 22,667 )
Net change in unrealized appreciation (depreciation) on investments	—	—		—		8,810		8,810
Accretion to redemption value of Series A redeemable convertible preferred stock	—	—		—		( 5 )		( 5 )
Accrual of Series A redeemable convertible preferred stock distributions	—	—		—		( 1,686 )		( 1,686 )
Distributions to common stockholders	—	—		—		( 44,313 )		( 44,313 )

Issuance of common stock, net of issuance costs	—	—		—		—		—
Repurchases	( 128,843 )	0 (1)		( 1,847 )		—		( 1,847 )
Reinvested dividends	677,663	1		9,802		—		9,803
Balance as of September 30, 2024	134,793,079	$	135	$	1,975,445	$	( 28,642 )	$	1,946,938

(1) Less than $ 1 .

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The following table reflects the net assets attributable to Common Stock activity for the nine months ended September 30, 2023:


	Common stock - shares	Common stock - par		Additional paid in capital		Total distributable earnings (loss)		Total net assets attributable to common stock
Balance as of December 31, 2022	24,609,132	$	25	$	375,557	$	( 3,161 )	$	372,421
Net investment income (loss)	—	—		—		12,061		12,061
Net realized gain (loss) from investment transactions	—	—		—		( 161 )		( 161 )
Net change in unrealized appreciation (depreciation) on investments	—	—		—		( 1,261 )		( 1,261 )
Accretion to redemption value of Series A redeemable convertible preferred stock	—	—		—		( 3 )		( 3 )
Accrual of Series A redeemable convertible preferred stock distributions	—	—		—		( 1,023 )		( 1,023 )
Distributions to common stockholders	—	—		—		( 10,584 )		( 10,584 )
Issuance of common stock, net of issuance costs	532,871	1		8,072		—		8,073
Reinvested dividends	197,903	0 (1)		2,994		—		2,994
Balance as of March 31, 2023	25,339,906	$	26	$	386,623	$	( 4,132 )	$	382,517
Net investment income (loss)	—	$	—	$	—	$	13,636	$	13,636
Net realized gain (loss) from investment transactions	—	—		—		31		31
Net change in unrealized appreciation (depreciation) on investments	—	—		—		( 2,198 )		( 2,198 )
Accretion to redemption value of Series A redeemable convertible preferred stock	—	—		—		( 4 )		( 4 )
Accrual of Series A redeemable convertible preferred stock distributions	—	—		—		( 2,197 )		( 2,197 )
Distributions to common stockholders	—	—		—		( 10,895 )		( 10,895 )

Reinvested dividends	202,931	0 (1)		3,074		—		3,074
Balance as of June 30, 2023	25,542,837	$	26	$	389,697	$	( 5,759 )	$	383,964
Net investment income (loss)	—	$	—	$	—	$	14,069	$	14,069
Net realized gain (loss) from investment transactions	—	—		—		( 211 )		( 211 )
Net change in unrealized appreciation (depreciation) on investments	—	—		—		1,142		1,142
Accretion to redemption value of Series A redeemable convertible preferred stock	—	—		—		( 5 )		( 5 )
Accrual of Series A redeemable convertible preferred stock distributions	—	—		—		( 2,197 )		( 2,197 )
Distributions to common stockholders	—	—		—		( 10,978 )		( 10,978 )
Issuance of common stock, net of issuance costs	111,905	0 (1)		1,645		—		1,645
Reinvested dividends	208,024	0 (1)		3,141		—		3,141
Balance as of September 30, 2023	25,862,766	$	26	$	394,483	$	( 3,939 )	$	390,570

(1) Less than $ 1 .

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

The Company has adopted a distribution reinvestment plan (the “DRIP”) pursuant to which all cash dividends or distributions (“Distributions”) declared by the Board of Directors are reinvested on behalf of investors who do not elect to receive their Distributions in cash (the “Participants”). As a result, if the Board of Directors declares a Distribution, then stockholders who have not elected to “opt out” of the DRIP will have their Distributions automatically reinvested in additional shares of the Company's Common Stock at a price equal to net asset value (“NAV”) per share as estimated in good faith by the Company on the payment date. The timing and amount of Distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Board of Directors.

The following table reflects the Common Stock activity for the nine months ended September 30, 2024:


	Shares	Value
Shares Sold	110,094,382	$	1,595,161
Shares Issued through DRIP	1,584,556	23,078
Share Repurchases	( 2,966,248 )	( 43,017 )
	108,712,690	$	1,575,222

The following table reflects the Common Stock activity for the year ended December 31, 2023:


	Shares	Value
Shares Sold	642,732	$	9,686
Shares Issued through DRIP	828,525	12,439

	1,471,257	$	22,125

Note 10 – Preferred Stock

On August 25, 2021, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation for the Series A Preferred Stock, which designates a total of 50.0 million shares of preferred stock as Series A Preferred Stock, par value $ 0.001 per share. On the same day, the Company entered into subscription agreements (collectively, the “Preferred Subscription Agreements”) with certain investors, pursuant to which the investors made new capital commitments (the “Preferred Capital Commitments”) to purchase shares of the Company’s Series A Preferred Stock. As of September 30, 2024, the Company has received total Preferred Capital Commitments of $ 77.5 million. Pursuant to their respective Preferred Subscription Agreements, each investor is required to fund drawdowns to purchase shares of the Series A Preferred Stock up to the amount of their respective capital commitments on an as-needed basis, upon a minimum of 10 business days prior notice at a per-share price equal to the liquidation preference (the “Liquidation Preference”). The sale and issuance of shares of Series A Preferred Stock is exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company shall rely, in part, upon representations from the Investors in the relevant Preferred Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.

As of September 30, 2024, there were 50.0 million shares of preferred stock authorized, par value $ 0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. As of December 31, 2023, there were 50.0 million shares of preferred stock authorized, par value $ 0.001 per share, of which 77,500 shares of Series A Preferred Stock were issued and outstanding. No shares outstanding of Series A Preferred Stock are redeemable before December 31, 2026.

Each holder of Series A Preferred Stock is entitled to a Liquidation Preference of $ 1,000.00 per share plus all dividends accrued and unpaid thereon. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon liquidation, dissolution, or winding-up, whether voluntary or involuntary, the Series A Preferred Stock will be senior to shares of Common Stock, will rank on parity with any other class or series of preferred stock that the Company is authorized to issue pursuant to its certificate of incorporation, whether such class or series is now existing or is created in the future, to the extent of the aggregate Liquidation Preference, which amount includes all accrued but unpaid dividends and will be subordinate to the rights of holders of our senior indebtedness.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Dividends are payable on each outstanding share of Series A Preferred Stock quarterly in arrears at a rate equal to (1) for each fiscal quarter ending on or before September 30, 2022 (the “Initial Dividend Period”), the dividends that would have been paid in respect of each share of Series A Preferred Stock if it had been converted into a share of the Company’s Common Stock, on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate (as defined below) and (2) for each quarter after the Initial Dividend Period, the greater of (i) an amount equal to $ 10.00 per share, subject to proration if such share is not outstanding for the full quarter, and (ii) the dividends that would have been paid in respect of such share of Series A Preferred Stock if it had been converted into a share of Common Stock on the first day of such quarter (or the date of issuance in the case of shares of Series A Preferred Stock issued after the first day of such quarter) at the applicable Conversion Rate.

The Series A Preferred Stock is convertible (a) by the Company, in its sole discretion, at any time commencing on the closing date of a liquidity event, as defined by the Confidential Private Placement Memorandum of Franklin BSP Capital Corporation, dated September 2020, or (b) by the holders thereof at any time commencing six months following the closing date of a liquidity event, in each case, into the number of shares of Common Stock equal to (1) the Liquidation Preference divided by (2) the price paid by investors for shares of Common Stock at the time of the purchase of such share of Series A Preferred Stock or if the purchase of such share of Series A Preferred Stock did not occur concurrent with a sale of Common Stock by the Company at the net asset value per share of Common Stock determined within 48 hours (excluding Sundays and holidays) of the purchase of such share of Series A Preferred Stock (the “Conversion Rate”). The Company has the right to redeem the Series A Preferred Stock at any time, and from time to time, on or after August 23, 2029 upon 90 days prior notice to holders of Series A Preferred Stock. As of September 30, 2024 and December 31, 2023, a liquidity event had not commenced.

The holders of the Preferred Stock are generally entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote to the common stockholders (voting together with the holders of shares of Common Stock as one class) on an as-converted basis, subject to certain limitations.

The following table presents the activity in the Company’s Series A Preferred Stock for the nine months ended September 30, 2024:


Series A Preferred Stock	Shares	Amount
Beginning Balance, December 31, 2023	77,500	$	77,398



Amortization of offering costs	—	14
Ending Balance, September 30, 2024	77,500	$	77,412

The following table presents the activity in the Company’s Series A Preferred Stock for the nine months ended September 30, 2023:


Series A Preferred Stock	Shares	Amount
Beginning Balance, December 31, 2022	36,147	$	36,093
Issuance of Preferred Stock	41,353	41,353

Offering costs	—	( 65 )
Amortization of offering costs	—	12
Ending Balance, September 30, 2023	77,500	$	77,393

Note 11 - Share Repurchase Program

The Company intends to conduct annual tender offers pursuant to its share repurchase program (“SRP”). The Company’s Board of Directors considers the following factors in making its determination regarding whether to cause the Company to offer to repurchase shares and under what terms:

• the effect of such repurchases on the Company's qualification as a RIC (including the consequences of any necessary asset sales);

• the liquidity of the Company's assets (including fees and costs associated with disposing of assets);

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

• the Company's investment plans and working capital requirements;

• the relative economies of scale with respect to the Company's size;

• the Company's history in repurchasing shares or portions thereof;

• the condition of the securities markets.

The Company intends to continue to limit the number of shares to be repurchased in any calendar year to the lesser of (i) 10 % of the weighted average number of shares outstanding in the prior calendar year or (ii) the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during the relevant redemption period. In addition, in the event of a stockholder’s death or disability, the Company may, in its sole discretion, accept up to the full amount tendered by such stockholder of the current net asset value per share. Any repurchases of shares made in connection with a stockholder’s death or disability may be included within the overall limitation imposed on tender offers during the relevant redemption period, which provides that the Company may limit the number of shares to be repurchased during any redemption period to the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during such redemption period. The Company’s most recent tender offer was oversubscribed.


Offer Date	Repurchase Date	Shares Tendered	Shares Repurchased	Repurchase Price Per Share		Aggregate Consideration for Repurchased Shares (in thousands)
February 29, 2024	May 7, 2024	22,351,035	2,676,696	$	14.49	$	38,785.30

Note 12 - Earnings Per Share

Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which considers participating securities as a separate class of shares. The two-class method is an earnings allocation formula that determines EPS for common stock according to dividends distributed and participation rights in undistributed earnings. The Company’s participating securities consist of its Series A Preferred Stock. Basic earnings per share is computed by dividing earnings available to common stockholders, adjusted to exclude earnings allocated to participating securities, by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share resulting from operations for the three and nine months ended September 30, 2024 and 2023.


	For the three months ended September 30,				For the nine months ended September 30,
Numerator	2024		2023		2024		2023
Net increase (decrease) in net assets resulting from operations	$	30,548	$	15,000	$	89,680	$	37,108
Less: cumulative preferred stock dividends	( 1,686 )		( 2,197 )		( 5,059 )		( 6,591 )
Less: changes in carrying value of redeemable securities	( 5 )		( 5 )		( 14 )		( 12 )
Less: Undistributed earnings allocated to Series A Redeemable Preferred Stock Dividends in current period	—		( 279 )		—		—
Numerator for EPS - income available to common stockholders	$	28,857	$	12,519	$	84,607	$	30,505

Denominator
Weighted average common shares outstanding	134,566,059		25,739,135		125,686,310		25,288,074
Basic and diluted earnings per share	$	0.21	$	0.49	$	0.67	$	1.21

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 13 — Distributions

The following table reflects the distributions declared on shares of the Company’s Common Stock during the nine months ended September 30, 2024:

Date Declared

Record Date

Payment Date

Amount Per Share

For the Nine Months Ended September 30, 2024

January 9, 2024

January 10, 2024

January 11, 2024

$ 0.43

May 7, 2024

May 13, 2024

$ 0.29

May 7, 2024 (special)

May 7, 2024

May 13, 2024

$ 0.04

August 5, 2024

August 15, 2024

$ 0.29

August 5, 2024 (special)

August 5, 2024

August 15, 2024

$ 0.04

The following table reflects the distributions declared on shares of the Company’s Common Stock during the nine months ended September 30, 2023:

Date Declared

Record Date

Payment Date

Amount Per Share

For the Nine Months Ended September 30, 2023

February 24, 2023

March 24, 2023

$ 0.43

April 27, 2023

May 5, 2023

$ 0.43

July 28, 2023

August 7, 2023

$ 0.43

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the nine months ended September 30, 2024:

Date Declared

Record Date

Payment Date

Amount Per Share

For the Nine Months Ended September 30, 2024

January 9, 2024

January 10, 2024

January 11, 2024

$ 28.35

May 7, 2024

May 13, 2024

$ 21.76

August 5, 2024

August 15, 2024

$ 21.76

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the nine months ended September 30, 2023:

Date Declared

Record Date

Payment Date

Amount Per Share

For the Nine Months Ended September 30, 2023

February 24, 2023

March 24, 2023

$ 28.31

April 27, 2023

May 5, 2023

$ 28.35

July 28, 2023

August 7, 2023

$ 28.35

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 14 — Income Tax Information and Distributions to Stockholders

The Company has elected to be treated for federal income tax purposes as a RIC under the Code. Generally, a RIC is exempt from federal income taxes if it meets, certain quarterly asset diversification requirements, annual income tests, and distributes to stockholders its ‘‘investment company taxable income,’’ as defined in the Code, each taxable year. Distributions declared prior to the filing of the previous year's tax return and paid up to one year after the previous tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its RIC status each year. The Company may also be subject to federal excise taxes of 4%.

A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses). If the Company's expenses in a given taxable year exceed gross taxable income (e.g., as the result of large amounts of equity-based compensation), it would incur a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to the RIC’s stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such net capital losses, and use them to offset capital gains indefinitely. Due to these limits on the deductibility of expenses and net capital losses, the Company may for tax purposes have aggregate taxable income for several taxable years that it is required to distribute and that is taxable to stockholders even if such taxable income is greater than the aggregate net income the Company actually earned during those taxable years. Such required distributions may be made from the Company cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, the Company may make a larger capital gain distribution than it would have made in the absence of such transactions.

Depending on the level of taxable income earned in a tax year, for excise tax purposes the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and incur a 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.

The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes (“ASC Topic 740”), nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company’s current tax year, 2023, 2022, and 2021 federal and state tax returns remain subject to examination by the Internal Revenue Service and state departments of revenue.

As of September 30, 2024, the Company’s domestic subsidiaries are expected to have net operating losses and unrealized gains. As a result, the Company has deferred tax assets of $ 35.4 million and deferred tax liabilities of $( 50.2 ) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. As of September 30, 2024, deferred tax assets have been offset by valuation allowances of $ 0.5 million.

As of December 31, 2023, the Company’s domestic subsidiary had a net operating loss and unrealized gain. As a result, the Company had a deferred tax asset of $ 6.0 million and a deferred tax liability of $( 7.6 ) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The future realization of the tax benefits of existing deductible temporary differences or carryforwards ultimately depend on the existence of sufficient taxable income in the carryback (if permitted under the tax law) and carryforward periods. The Company has concluded future reversal of existing taxable temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of December 31, 2023. As a result, no valuation allowance was recorded for the deferred tax assets as of December 31, 2023.

The deferred tax asset valuation allowance, if applicable, has been determined pursuant to the provisions of ASC Topic 740, including the Company's estimation of future taxable income, if necessary, and is adequate to reduce the total deferred tax asset to an amount that will more likely than not be realized.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 15 - Financial Highlights

The following is a schedule of financial highlights for the nine months ended September 30, 2024 and 2023:


	For the nine months ended September 30,
	2024			2023
Per share data:
Net asset value attributable to common stock, beginning of period	$	14.88		$	15.13

Results of operations (1)
Net investment income (loss)	1.14			1.57
Net realized and unrealized gain (loss) on investments, net of change in deferred taxes	( 0.43 )			( 0.10 )

Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities	0.71			1.47

Accretion to redemption value of Series A redeemable convertible preferred stock (1) (9)	—			—
Accrual of Series A redeemable convertible preferred stock distributions (1)	( 0.04 )			( 0.21 )
Net increase (decrease) in net assets resulting from operations attributable to common stockholders	0.67			1.26

Stockholder distributions (2)
Common stockholder distributions from net investment income	( 1.09 )			( 1.29 )
Common stockholder distributions from capital gains (9)	—			—
Net decrease in net assets resulting from stockholder distributions	( 1.09 )			( 1.29 )

Other (3)	( 0.02 )			—
Net asset value attributable to common stock, end of period	$	14.44		$	15.10

Common shares outstanding at end of period	134,793,079			25,862,766
Total return (4)	4.41		%	8.57		%
Ratio/Supplemental data attributable to common stock:
Total net assets attributable to common stock, end of period	$	1,946,938		$	390,570

Ratio of net investment income to average net assets attributable to common stock (5)	10.98		%	13.90		%
Ratio of total expenses to average net assets attributable to common stock (5)(6)	11.60		%	12.33		%

Ratio of total net expenses to average net assets attributable to common stock (5) (7)	11.60		%	10.77		%

Portfolio turnover rate (8)	16.04		%	5.95		%

(1) The per share data was derived by using the weighted average common shares outstanding during the period.

(2) The per share data for distributions reflects the actual amount of distributions declared per share during the period.

(3) Represents the impact of calculating certain per share amounts based on weighted average common shares outstanding during the period and certain per share amounts based on common shares outstanding as of period end.

(4) Total return is calculated assuming a purchase of shares of Common Stock at the current net asset value attributable to Common Stock on the first day and a sale at the current net asset value attributable to Common Stock on the last day of the periods reported. Common Stock distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. Total return is not annualized.

(5) Ratios are annualized, except for incentive fees and waivers.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

(6) Ratio of total expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, over average net assets attributable to common stock.

(7) Ratio of net expenses to average net assets attributable to common stock is calculated using total operating expenses, including income tax expense, less applicable waivers over average net assets attributable to common stock.

(8) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value.

(9) Rounds to less than $ 0.01 per share.

Note 16 - Schedules of Investments and Advances to Affiliates

The following table presents the Schedule of Investments and Advances to Affiliates for the nine months ended September 30, 2024:


Portfolio Company (1)	Type of Asset	Amount of dividends and interest included in income		Beginning Fair Value at December 31, 2023		Gross additions*		Gross reductions**		Realized Gain/(Loss)		Change in Unrealized Gain (Loss) (7)		Fair Value at September 30, 2024
Control Investments
CRS-SPV, Inc. (2) (5) (6)	Senior Secured First Lien Debt	$	—	$	—	$	45	$	( 45 )	$	—	$	—	$	—
Danish CRJ, Ltd. (2) (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
FBLC Senior Loan Fund, LLC (2)(4)(6)	Joint Venture	22,808		—		404,934		501		—		( 501 )		404,934
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
Kahala Ireland OpCo Designated Activity Company (2) (3) (6) (8)	Equity/Other Investments	—		—		538		1		—		( 539 )		—
Kahala US OpCo, LLC (2) (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
Lakeview Health Holdings, Inc. (2) (5) (6)	Senior Secured First Lien Debt	19		—		714		( 714 )		—		—		—
Lakeview Health Holdings, Inc. (2) (5) (6)	Senior Secured First Lien Debt	4		—		227		( 227 )		—		—		—
MGTF Holdco, LLC (2) (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
MGTF Radio Company, LLC (2) (6)	Senior Secured First Lien Debt	11,586		—		45,521		( 1,063 )		7		( 13,057 )		31,408
Post Road Equipment Finance, LLC (2) (6)	Subordinated Debt	2,460		11,000		39,000		( 14,961 )		—		( 39 )		35,000
Post Road Equipment Finance, LLC (2) (6)	Subordinated Debt	53		—		6,000		( 4,003 )		—		3		2,000
Post Road Equipment Finance, LLC (2) (6)	Subordinated Debt	5,946		24,500		38,124		63		—		( 87 )		62,600
Post Road Equipment Finance, LLC (2) (6)	Equity/Other Investments	8,146		32,600		86,699		142		—		( 208 )		119,233
Siena Capital Finance, LLC (2) (6)	Subordinated Debt	4,738		—		59,464		( 9,902 )		( 13 )		( 49 )		49,500
Siena Capital Finance, LLC (2) (6)	Equity/Other Investments	8,287		—		77,310		127		—		( 127 )		77,310
WPNT, LLC (2) (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
Total Control Investments		$	64,047	$	68,100	$	758,576	$	( 30,081 )	$	( 6 )	$	( 14,604 )	$	781,985

Affiliate Investments
CRS-SPV, Inc. (3) (6)	Equity/Other Investments	$	—	$	—	$	1,559	$	2	$	—	$	143	$	1,704
First Eagle Greenway Fund II, LLC (3)	Equity/Other Investments	—		—		374		1		—		( 121 )		254
Integrated Efficiency Solutions, Inc. (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
Integrated Efficiency Solutions, Inc. (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
Integrated Efficiency Solutions, Inc. (6)	Senior Secured First Lien Debt	11		—		345		( 135 )		—		—		210

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)


Portfolio Company (1)	Type of Asset	Amount of dividends and interest included in income		Beginning Fair Value at December 31, 2023		Gross additions*		Gross reductions**		Realized Gain/(Loss)		Change in Unrealized Gain (Loss) (7)		Fair Value at September 30, 2024
Integrated Efficiency Solutions, Inc. (6)	Senior Secured First Lien Debt	$	73	$	—	$	1,406	$	( 8 )	$	—	$	( 2 )	$	1,396
Integrated Efficiency Solutions, Inc. (6)	Senior Secured Second Lien Debt	260		—		1,074		1		—		( 640 )		435
Lakeview Health Holdings, Inc. (5)(6)	Senior Secured First Lien Debt	—		—		1,112		( 1,112 )		—		—		—
Lakeview Health Holdings, Inc. (5)(6)	Senior Secured First Lien Debt	98		—		2,505		( 2,503 )		( 2 )		—		—
Lakeview Health Holdings, Inc. (5)(6)	Senior Secured First Lien Debt	4		—		130		( 130 )		—		—		—
Lakeview Health Holdings, Inc. (5)(6)	Senior Secured First Lien Debt	—		—		618		( 649 )		31		—		—
Lakeview Health Holdings, Inc. (5)(6)	Equity/Other Investments	—		—		—		—		—		—		—
NewStar Arlington Senior Loan Program, LLC 14-1A FR (6)	Collateralized Securities	578		—		4,190		7		—		40		4,237
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (6)	Collateralized Securities	259		—		5,473		( 1,979 )		—		( 406 )		3,088
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (6)	Collateralized Securities	1,243		—		9,241		( 7,332 )		528		50		2,487
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (6)	Collateralized Securities	—		—		—		—		—		—		—
ORG GC Holdings, LLC (6)	Senior Secured Second Lien Debt	690		—		5,370		8		—		( 90 )		5,288
ORG GC Holdings, LLC (6)	Senior Secured First Lien Debt	855		—		10,111		17		—		( 17 )		10,111
ORG GC Holdings, LLC (6)	Senior Secured First Lien Debt	2		—		—		—		—		—		—
ORG GC Holdings, LLC (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
ORG GC Holdings, LLC (3) (6)	Equity/Other Investments	—		—		—		—		—		—		—
PennantPark Credit Opportunities Fund II, LP (3)	Equity/Other Investments	—		—		960		2		—		24		986
Pluralsight, LLC (3) (6)	Equity/Other Investments	—		—		5,986		—		—		( 1 )		5,985
Pluralsight, LLC (6)	Senior Secured First Lien Debt	48		—		4,534		—		—		—		4,534
Pluralsight, LLC (6)	Senior Secured First Lien Debt	95		—		6,801		—		—		—		6,801
Pluralsight, LLC (6)	Senior Secured First Lien Debt	21		—		2,303		—		—		—		2,303
Pluralsight, LLC (5)(6)	Senior Secured First Lien Debt	2		—		—		—		—		—		—
Pluralsight, LLC (5)(6)	Senior Secured First Lien Debt	1		—		—		—		—		—		—
Tennenbaum Waterman Fund, LP	Equity/Other Investments	200		—		8,755		( 966 )		—		( 457 )		7,332
Total Affiliate Investments		$	4,440	$	—	$	72,847	$	( 14,776 )	$	557	$	( 1,477 )	$	57,151
Total Control & Affiliate Investments		$	68,487	$	68,100	$	831,423	$	( 44,857 )	$	551	$	( 16,081 )	$	839,136

—–—–—–—–—–

* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category. Includes investments acquired in connection with the Mergers.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.

(1) The principal amount and ownership detail are shown in the Consolidated Schedules of Investments.

(2) This investment was not deemed significant under Regulation S-X as of September 30, 2024.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

(3) Investment is non-income producing at September 30, 2024.

(4) The Company and CCLF are the members of SLF, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in SLF in the form of LLC equity interests as SLF makes investments, and all portfolio and other material decisions regarding SLF must be submitted to SLF’s board of directors which is comprised of an equal number of members appointed by each the Company and CCLF. Because management of SLF is shared equally between us and CCLF, we do not believe we control SLF for purposes of the 1940 Act or otherwise.

(5) Investment no longer held as of September 30, 2024.

(6) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).

(7) Gross of net change in deferred taxes in the amount of ( 1.7 ) million.

(8) See Note 3 - Fair Value of Financial Instruments and the relevant portfolio company audited financial statements for additional disclosure

Dividends and interest for the nine months ended September 30, 2024 attributable to Controlled and Affiliated investments no longer held as of September 30, 2024 were $ 125.4 thousand.

Realized gain (loss) for the nine months ended September 30, 2024 attributable to Controlled and Affiliated investments no longer held as of September 30, 2024 was $ 29.3 thousand.

There was no change in unrealized gain (loss) for the nine months ended September 30, 2024 attributable to Controlled and Affiliated investments no longer held as of September 30, 2024.

The following table presents the Schedule of Investments and Advances to Affiliates for the year ended December 31, 2023:


Portfolio Company (1)	Type of Asset	Amount of dividends and interest included in income		Beginning Fair Value at December 31, 2022		Gross additions*		Gross reductions**		Realized Gain/(Loss)		Change in Unrealized Gain		Fair Value at December 31, 2023
Control Investments
Post Road Equipment Finance, LLC (2)	Equity/Other	$	2,700	$	30,742	$	1,883	$	—	$	—	$	( 25 )	$	32,600
Post Road Equipment Finance, LLC (2)	Subordinated Debt	1,237		6,914		5,029		( 987 )		—		44		11,000
Post Road Equipment Finance, LLC (2)	Subordinated Debt	3,205		24,500		11		—		—		( 11 )		24,500
Total Control Investments		$	7,142	$	62,156	$	6,923	$	( 987 )	$	—	$	8	$	68,100

—–—–—–—–—–

(1) The principal/share amount and ownership detail are shown in the consolidated schedules of investments.

(2) The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 17 - Merger with FBLC

On January 24, 2024, the Company completed its previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of the Company's common stock. As a result of the Mergers, the Company issued an aggregate of 110.0 million shares of its common stock to FBLC stockholders.

The Merger was accounted for as an asset acquisition of FBLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition was allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill. As a result, the purchase price premium was allocated to the cost basis of the FBLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The Company will be the accounting survivor of the Mergers. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. The Merger constitutes an integrated plan of the type contemplated in Internal Revenue Service Revenue Ruling 2001-46 and will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The Company has carried forward the historical cost basis of FBLC investments for tax purposes. As a result of the Merger, the Company is subject to an annual limit on its use of some of its unrealized capital losses to offset capital gains in future periods. If those losses are realized and the limitation prevents the Company from using any of those losses in a future period, those capital losses will be available to offset capital gains in subsequent periods. Additionally, net operating losses of one of the Company’s domestic subsidiaries is subject to an annual limitation. Losses subject to limitation will be available in subsequent periods.

The following table summarizes the allocation of consideration paid to the assets acquired and liabilities assumed as a result of the Mergers:


Common Stock issued by the Company	$	1,594,261
Transaction costs	4,623
Consideration Paid	$	1,598,884

Investments	$	2,814,321
Cash and cash equivalents	58,478
Other Assets	48,585
Total Assets Acquired	$	2,921,384

Debt	$	1,286,190
Other Liabilities	40,933
Total liabilities acquired	$	1,327,123
Total net assets acquired	$	1,594,261

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts, percentages and as otherwise indicated)

For the period ended September 30, 2024

(Unaudited)

Note 18 - Subsequent Events

In preparing these financial statements, the Company’s management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.

Notes Issuance

On October 22, 2024, the Company priced an offering of an additional $ 100.0 million aggregate principal amount of its 7.20 % 2029 Notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The 7.20 % 2029 Notes are an additional issuance of, and form a single series with, the previously issued $ 300.0 million aggregate principal amount of 7.20 % Notes due 2029 on May 6, 2024, increasing the outstanding aggregate principal amount of the series to $ 400.0 million. The 7.20 % 2029 Notes will mature on June 15, 2029, and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Third Supplemental Indenture. The offering closed on October 29, 2024.

Distribution Declarations

On November 8, 2024, the Board of Directors declared a regular quarterly distribution of $ 0.29 per share of Common Stock and a special distribution of $ 0.04 per share of Common Stock, both of which will be paid on or around November 18, 2024 to stockholders of record as of November 8, 2024.

On November 8, 2024, the Board of Directors declared a distribution of $ 21.76 per share of Series A Preferred Stock, which will be paid on or around November 18, 2024 to stockholders of record as of November 8, 2024.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Franklin BSP Capital Corporation (the "Company," "FBCC," "we," “us,” or "our") and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Franklin BSP Capital Adviser L.L.C. (the “ Adviser ” ).

Forward Looking Statements

This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies, or expectations. Forward-looking statements are typically identified by words or phrases such as “ trend, ” “ opportunity, ” “ pipeline, ” “ believe, ” “ comfortable, ” “ expect, ” “ anticipate, ” “ current, ” “ intention, ” “ estimate, ” “ position, ” “ assume, ” “ potential, ” “ outlook, ” “ continue, ” “ remain, ” “ maintain, ” “ sustain, ” “ seek, ” “ achieve, ” and similar expressions, or future conditional verbs such as “ will, ” “ would, ” “ should, ” “ could, ” “ may, ” or similar expressions.

Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

• our future operating results;

• changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of elevated interest rates and a potential global recession;

• the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflicts in the Middle East and Eastern Europe;

• the impact of the investments that we expect to make;

• the ability of our portfolio companies to achieve their objectives;

• our contractual arrangements and relationships with third parties;

• our expected financings and investments;

• the adequacy of our cash resources and working capital;

• the timing of cash flows, if any, from the operations of our portfolio companies;

• our repurchase of shares;

• actual and potential conflicts of interest with our Adviser (as defined below) and its affiliates;

• the dependence of our future success on the general economy and its effect on the industries in which we invest;

• the ability to qualify and maintain our qualifications as a regulated investment company (“RIC”) and a business development company (“BDC”);

• the timing, form, and amount of any distributions;

• the impact of fluctuations in interest rates on our business;

• the valuation of any investments in portfolio companies, particularly those having no liquid trading market;

• the impact of changes to generally accepted accounting principles;

• the impact of changes to tax legislation and, generally, our tax position;

• the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;

• the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

• the ability to realize the anticipated benefits of the Mergers (as defined below);

• the effects of disruption on our business from the Mergers; and

• the combined company’s plans, expectations, objectives and intentions as a result of the Mergers.

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligations to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC, and has elected to be treated for U.S. federal income tax purposes, as a RIC under the Code. We are managed by the Adviser. The Adviser is an affiliate of Benefit Street Partners. Our Adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. Our Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We intend to invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions. We expect that each investment generally will range between approximately 0.5% and 3.0% of our total assets. As of September 30, 2024, 77.2% of our portfolio was invested in senior secured loans.

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.

On December 18, 2020, we completed our Initial Closing of Capital Commitments to purchase shares of our Common Stock to investors in a private placement in reliance on exemptions from the registration requirements of the Securities Act. Since our Initial Closing, we held additional closings and received aggregate Capital Commitments to purchase Common Stock. As of September 30, 2024, investors had made aggregate Capital Commitments to purchase Common Stock of $375.5 million. At each closing of the private placement, each investor will make a Capital Commitment to purchase shares of Common Stock pursuant to a Subscription Agreement entered into with us. Investors will be required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments on an as-needed basis each time we deliver a notice to the investors. Closings of the private placement of our Common Stock occurred, from time to time, during the Initial Closing Period which our Board of Directors extended such that it ended December 18, 2023. After the Initial Closing Period, we may permit one or more additional closings of the private placement of our Common Stock with the approval of our Board of Directors.

On August 25, 2021, we filed the Certificate of Designation for the Series A Preferred Stock. On the same day, we entered into the Preferred Subscription Agreements with certain investors, pursuant to which investors made new Preferred Capital Commitments to purchase shares of our Series A Preferred Stock. As of September 30, 2024, total Preferred Capital Commitments of Series A Preferred Stock were $77.5 million.

On January 24, 2024, we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) with Franklin BSP Lending Corporation, a Maryland corporation (“FBLC”), Franklin BSP Merger Sub, Inc., a Maryland corporation and our direct wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Adviser. In connection therewith, Merger Sub merged with and into FBLC (the “Merger”), with FBLC continuing as the surviving company and as our wholly-owned subsidiary, followed by FBLC merging with and into us (together with the Merger, the “Mergers”), and with us continuing as the surviving company. See Note 17 - Merger with FBLC for further information regarding the Mergers.

Financial and Operating Highlights


(Dollars in thousands, except per share amounts)
At September 30, 2024:
Investment Portfolio	$	3,805,259
Net assets attributable to common stock	1,946,938
Debt (net of deferred financing costs)	1,895,460
Secured borrowings	30,758
Net asset value per share attributable to common stock	14.44

Portfolio Activity for the Nine Months Ended September 30, 2024:
Purchases during the period (1)	785,784
Sales, repayments, and other exits during the period	532,515
Number of portfolio companies at end of period	146

Operating Results for the Nine Months Ended September 30, 2024:
Net investment income (loss) per share	1.14
Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities	0.71
Net investment income (loss)	142,819
Net realized and unrealized gain (loss)	(53,139)
Net increase (decrease) in net assets resulting from operations attributable to common stockholders	84,096

—–—–—–—–—–

(1) Excludes assets acquired as part of the Mergers.

Portfolio and Investment Activity

We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase interests in loans or corporate bonds through secondary market transactions.

During the nine months ended September 30, 2024, we made $785.8 million of investments in new portfolio companies and had $532.5 million in aggregate amount of sales and repayments, resulting in net investments of $253.3 million for the period, excluding any impact from the Mergers. The total portfolio of debt investments at fair value consisted of 95.3% bearing variable interest rates and 4.7% bearing fixed interest rates.

Our portfolio composition, based on fair value at September 30, 2024 was as follows:


	September 30, 2024
	Percentage of Total Portfolio (4)		Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt	73.7	%	11.0	%
Senior Secured Second Lien Debt	3.5		15.6
Subordinated Debt	5.2		11.9
Debt Subtotal	82.4	%	11.3	%
Collateralized Securities (2)	0.3		15.3
Equity/Other (3)	6.7		8.7
FBLC Senior Loan Fund LLC (3)	10.6		9.0
Total	100.0	%	10.9	%

(1) Includes the effect of the amortization or accretion of loan premiums or discounts.

(2) Weighted average current yield for Collateralized Securities is based on the estimation of effective yield to expected maturity for each security as calculated in accordance with Accounting Standards Codification ("ASC") Topic 325-40-35, Beneficial Interests in Securitized Financial Assets (see Note 2 - Summary of Significant Accounting Policies ).

(3) Weighted average current yield for Equity/Other may be based on actual or annualized income, where applicable.

(4) As of September 30, 2024, FBLC Senior Loan Fund, LLC's holdings consisted of 93.1% senior secured debt, of which 91.8% represented senior secured first lien debt. As of September 30, 2024, we held investments in Siena Capital Finance, LLC ("Siena") consisting of subordinated debt and equity, which represented 1.3% and 2.0% of our total portfolio, respectively. As of September 30, 2024, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 2.6% and 3.1% of our total portfolio, respectively. The respective businesses of Siena and Post Road primarily involve making senior secured asset-based loans to middle market companies and equipment finance transactions secured by mission-critical equipment of middle market companies, respectively. If the underlying investments of FBLC Senior Loan Fund described above were held by us and we were to treat the investments in Siena and Post Road as senior secured first lien investments, given the underlying businesses of those portfolio companies, then our portfolio composition as of September 30, 2024 would be as follows:


	September 30, 2024
	Percentage of Total Portfolio
Senior Secured First Lien Debt	92.4	%
Senior Secured Second Lien Debt	3.4
Senior Secured - Subtotal	95.8	%
Subordinated Debt	1.1
Collateralized Securities	1.5
Equity/Other	1.6
Total	100.0	%

During the year ended December 31, 2023, we made $77.0 million of investments in new portfolio companies and had $101.7 million in aggregate amount of sales and repayments, resulting in net investments of $(24.7) million for the period. The total portfolio of debt investments at fair value consisted of 98.0% bearing variable interest rates and 2.0% bearing fixed interest rates.

Our portfolio composition, based on fair value at December 31, 2023 was as follows:


	December 31, 2023
	Percentage of Total Portfolio (1)		Weighted Average Current Yield for Total Portfolio (2)
Senior Secured First Lien Debt	83.6	%	12.1	%
Senior Secured Second Lien Debt	6.9		13.4
Subordinated Debt	4.7		13.2
Debt Subtotal	95.2	%	12.2	%
Equity/Other	4.8		7.8
Total	100.0	%	12.0	%

(1) As of December 31, 2023, we held investments in Post Road Equipment Finance, LLC (“Post Road”) consisting of subordinated debt and equity, which represented 4.7% and 4.3% of our total portfolio, respectively. Post Road’s primary business involves equipment finance transactions secured by mission-critical equipment of middle market companies. If we were to treat the investments in Post Road as senior secured first lien investments, given the underlying business of this portfolio company, then our portfolio composition as of December 31, 2023 would be as follows:


	December 31, 2023
	Percentage of Total Portfolio
Senior Secured First Lien Debt	92.6	%
Senior Secured Second Lien Debt	6.9
Senior Secured - Subtotal	99.5	%
Equity/Other	0.5
Total	100.0	%

(2) Includes the effect of the amortization or accretion of loan premiums or discounts.

Portfolio Asset Quality

Our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all debt investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.


Loan Rating						Summary Description
1						Debt investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since the time of investment are favorable.

2						Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. All investments are initially rated a “2”.

3						Performing debt investment requiring closer monitoring. Trends and risk factors show some deterioration.

4						Underperforming debt investment. Some loss of interest or dividend expected, but still expecting a positive return on investment. Trends and risk factors are negative.

5						Underperforming debt investment with expected loss of interest and some principal.

The weighted average risk rating of our investments based on fair value was 2.2 and 2.3 a s of September 30, 2024 and December 31, 2023 , respectively. As of September 30, 2024 we had seven portfolio companies on non-accrual with a total amortized cost of $59.1 million and fair value of $42.9 million, which r epresented 1.5% and 1.1% of t he investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2023 , we had no p ortfolio companies on non-accrual status. The increase of portfolio companies on non-accrual status was partially a result of the Mergers; whereby, we acquired FBLC’s assets, including its non-accrual assets. Refer to Note 2 - Summary of Significant Accounting Policies for additional details regarding our non-accrual policy.

FBLC Senior Loan Fund, LLC

On January 24, 2024, as a result of the consummation of the Mergers, we became party to the joint venture formed on January 20, 2021, between FBLC and Cliffwater Corporate Lending Fund (“CCLF”), FBLC Senior Loan Fund, LLC (“SLF”). SLF invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by us for financial reporting purposes. We provide capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. On July 2, 2024, the Company contributed $100.0 million of additional capital into SLF. As of September 30, 2024, we and CCLF owned 84.0% and 16.0%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, our affiliate, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. We and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.

As of September 30, 2024, our investment in SLF consisted of equity contributions of $404.9 million. Our investment in SLF is classified as “Equity/Other” on the consolidated schedules of investments, and other disclosures unless otherwise indicated.

Below is a summary of SLF’s portfolio as of September 30, 2024 and December 31, 2023. A listing of the individual investments in SLF’s portfolio as of such dates can be found in Note 3 – Fair Value of Financial Instruments in the notes to the accompanying consolidated financial statements (dollars in thousands):


	September 30, 2024		December 31, 2023
	(Unaudited)
Total assets	$	1,148,316	$	946,605
Total investments (1)	$	1,102,297	$	877,688
Weighted Average Current Yield for Total Portfolio (2)	9.7%		11.0%
Number of Portfolio companies in SLF	214		172
Largest portfolio company investment (1)	$	17,141	$	19,838
Total of five largest portfolio company investments (1)	$	72,402	$	82,467

(1) At fair value.

(2) Includes the effect of the amortization or accretion of loan premiums or discounts.

Below is certain summarized financial information for SLF as of September 30, 2024 and December 31, 2023 and for the three and nine months ended September 30, 2024 and September 30, 2023 (dollars in thousands):


Selected Statements of Assets and Liabilities Information	September 30,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Investments, at fair value (amortized cost of $1,124,658 and $908,094, respectively)	$	1,102,297	$	877,688
Cash and other assets	46,019		68,917
Total assets	$	1,148,316	$	946,605

LIABILITIES
Revolving credit facilities (net of deferred financing costs of $1,803 and $1,695, respectively)	$	564,197	$	481,805
Secured borrowings	14,520		39,959
Other liabilities	76,066		45,124
Total Liabilities	$	654,783	$	566,888

MEMBERS’ CAPITAL
Total members’ capital	$	493,533	$	379,717

Total liabilities and members’ capital	$	1,148,316	$	946,605


Selected Statements of Operations Information	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Investment income:
Total investment income	$	26,304	$	24,518	$	77,193	$	71,397

Operating expenses:
Interest and credit facility financing expenses	10,715		10,914		31,919		31,149
Other expenses	617		827		1,836		1,974
Total expenses	11,332		11,741		33,755		33,123

Net investment income	14,971		12,777		43,438		38,274

Realized and unrealized gain (loss) on investments:
Net realized and unrealized gain (loss) on investments	(2,178)		13,107		(1,521)		21,831

Net increase (decrease) in members’ capital resulting from operations	$	12,794	$	25,884	$	41,917	$	60,105

RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We also may purchase 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.

As a BDC, we are generally required to invest at least 70% of our total assets primarily in securities of private and certain U.S. public companies (other than certain financial institutions), cash, cash equivalents and U.S. government securities and other limited float high quality debt investments that mature in one year or less.

Revenues

We generate revenues primarily in the form of interest income on debt investments we hold, and to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income.

In addition, we may generate revenue in the form of fee income such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees. We do not expect to receive material fee income as it is not our principal investment strategy. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.

Expenses

We will bear all out-of-pocket costs and expenses of our operations and transactions, including, but not limited to:

• expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring our financial and legal affairs, news and quotation subscriptions, and market or industry research expenses;

• the cost of calculating our NAV; the cost of effecting sales and repurchases of shares of our Common Stock and other securities;

• management and incentive fees payable pursuant to the Investment Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms);

• expenses related to consummated or unconsummated investments, including dead deal or broken deal expenses; rating agency expenses; fees to arrange our debt financings;

• distributions on our shares; administration fees payable under the Administration Agreement;

• the allocated costs incurred by our Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); accounting, audit and tax preparation expenses;

• federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes;

• costs and expenses incurred in relation to compliance with applicable laws and regulations and our operation and administration generally;

• independent directors’ fees and expenses;

• brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; our fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments;

• expenses relating to the development and maintenance of our website, if any; other operations and technology costs;

• direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and

• all other expenses incurred by us or our Administrator in connection with administering our business, including, but not limited to, payments under the Administration Agreement based upon our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals and administrative staff who provide support services in respect of us.

Our operating results for the three and nine months ended September 30, 2024 and 2023 were as follows (dollars in thousands):


	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Total investment income	$	106,184	$	24,290	$	307,359	$	70,558
Expenses, net of incentive fee waiver	60,910		10,171		162,456		30,324
Income tax expense, including excise tax	869		50		2,084		468
Net investment income (loss)	$	44,405	$	14,069	$	142,819	$	39,766

Investment Income

Investment income increased from $24.3 million and $70.6 million for the three and nine months ended September 30, 2023, respectively, to $106.2 million and $307.4 million for the three and nine months ended September 30, 2024, respectively. The increase is primarily driven by the Mergers with FBLC, which resulted in the acquisition of $2.8 billion of FBLC’s investments at fair value on January 24, 2024. As a result of the Mergers, our investment portfolio at amortized cost increased to $3.8 billion as of September 30, 2024 from $769.0 million as of December 31, 2023 . PIK income from investments also increased from $2.0 million for the nine months ended September 30, 2023 to $14.4 million for the nine months ended September 30, 2024. Fee and other income, included within total investment income, was at $0.1 million and $0.5 million for the three months ended September 30, 2024 and September 30, 2023. Fee and other income decreased from $1.4 million for the nine months ended September 30, 2023 to $0.9 million for the nine months ended September 30, 2024, primarily due to a decrease in one-time fees earned on certain investments, including commitment, prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns.

Operating Expenses

The composition of our operating expenses for the three and nine months ended September 30, 2024 and 2023 were as follows (dollars in thousands):


	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Management fees	$	14,613	$	1,079	$	38,931	$	3,122

Incentive fee on income	8,820		2,109		26,843		5,963

Interest and debt fees	33,166		7,842		84,377		23,445
Professional fees	2,079		493		5,887		1,516
Other general and administrative	1,755		413		4,872		1,325

Administrative services	222		48		692		197
Directors' fees	255		296		854		719
Incentive fee waiver	—		(2,109)		—		(5,963)
Expenses, net of incentive fee waiver	$	60,910	$	10,171	$	162,456	$	30,324

Management Fees

Management fees increased from $1.1 million for the three months ended September 30, 2023 to $14.6 million for the three months ended September 30, 2024. Management fees increased from $3.1 million for the nine months ended September 30, 2023 to $38.9 million for the nine months ended September 30, 2024. The increase in management fees for the three and nine months ended September 30, 2023 to the three and nine months ended September 30, 2024 was driven by an increase in our asset base due to the Mergers with FBLC. Total assets increased from $831.7 million as of December 31, 2023 to $4.0 billion as of September 30, 2024.

Incentive Fees

Incentive fees increased from $2.1 million (all of which were waived by the Adviser) for the three months ended September 30, 2023 to $8.8 million for the three months ended September 30, 2024. Incentive fees increased from $6.0 million (all of which were waived by the Adviser) for the nine months ended September 30, 2023 to $26.8 million for the nine months ended September 30, 2024. The increase in incentive fees from the three and nine months ended September 30, 2023 to the three and nine months ended September 30, 2024 was driven by an increase in pre-incentive fee net investment income due to the Mergers with FBLC and the expiration of the incentive fee waiver.

Interest and debt fees

Interest and debt fees increased from $7.8 million for the three months ended September 30, 2023 to $33.2 million for the three months ended September 30, 2024. Interest and debt fees increased from $23.4 million for the nine months ended September 30, 2023 to $84.4 million for the nine months ended September 30, 2024. The increase for the three and nine months ended September 30, 2023 to the three and nine months ended September 30, 2024 is primarily driven by the Mergers with FBLC, which resulted in the acquisition of $1.2 billion of FBLC’s debt on January 24, 2024 as well as the issuance of our 2029 Notes (as defined below). The average daily debt outstanding for facility borrowings and unsecured notes for the nine months ended September 30, 2023 was $0.4 billion compared to $1.5 billion for the nine months ended September 30, 2024. The weighted average annualized interest cost of the facility borrowings and unsecured notes for the nine months ended September 30, 2024 and 2023 were 6.88% and 7.63%, respectively.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased from $0.9 million for the three months ended September 30, 2023 to $3.8 million for the three months ended September 30, 2024. Professional fees and other general and administrative expenses increased from $2.8 million for the nine months ended September 30, 2023 to $10.8 million for the nine months ended September 30, 2024. The increase in professional fees and other general and administrative expenses from the three and nine months ended September 30, 2023 to the three and nine months ended September 30, 2024 was primarily driven by an increase in costs associated with servicing a larger investment portfolio due to the Mergers with FBLC.

Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments

Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments for the three and nine months ended September 30, 2024 and 2023 were as follows (dollars in thousands):


	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Net realized gain (loss)
Control Investments	$	(3)	$	—	$	(6)	$	—
Affiliate Investments	195		—		557		—
Non-affiliate investments	(22,859)		(211)		(21,685)		(341)

Total net realized gain (loss)	(22,667)		(211)		(21,134)		(341)

Net change in unrealized appreciation (depreciation) on investments
Control investments	(3,588)		(2)		(14,604)		(11)
Affiliate Investments	839		—		(1,477)		—
Non-affiliate investments	12,197		1,150		(14,257)		(1,785)
Net change in deferred taxes	(638)		(6)		(1,667)		(521)
Total net change in unrealized appreciation (depreciation) on investments	8,810		1,142		(32,005)		(2,317)
Net realized and unrealized gain (loss)	$	(13,857)	$	931	$	(53,139)	$	(2,658)

Net Realized Gain (Loss) on Investments

Realized gains or losses are measured using the specific identification method whereby we measure the gain or loss by the difference between the net proceeds from repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized.

For the three months ended September 30, 2024, we recorded a net realized loss of $(22.7) million. For the nine months ended September 30, 2024, we recorded a net realized loss of $(21.1) million. The net realized loss for the three months ended September 30, 2024 was primarily driven by the restructuring of the first lien debt investments of Pluralsight, LLC in August 2024 which resulted in a realized loss of $(19.1) million offset by an unrealized gain of $18.5 million.

For the three months ended September 30, 2023, we recorded a net realized loss of $(0.2) million. For the nine months ended September 30, 2023, we recorded a net realized loss of $(0.3) million. The net realized loss for the three and nine months ended September 30, 2023 was primarily driven by realized losses on senior secured investments.

Net Change in Unrealized Appreciation (Depreciation) on Investments

Net change in unrealized appreciation or depreciation is the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

For the three months ended September 30, 2024, we recorded unrealized appreciation of $35.6 million on 133 portfolio company investments, which was offset by $26.2 million of unrealized depreciation on 180 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies, the reversal of previously recorded unrealized depreciation, and the Pluralsight, LLC restructure. The unrealized depreciation was primarily due to isolated deterioration in the credit performance of a small number of portfolio companies, and the reversal of previously recorded unrealized appreciation. Additionally, $0.6 million of the net unrealized loss was driven by a change in deferred taxes. The overall net unrealized appreciation on our portfolio was primarily driven by the reversal of previously recorded unrealized depreciation.

For the three months ended September 30, 2023, we recorded unrealized appreciation of $3.1 million on 45 portfolio company investments which was offset by $1.9 million of unrealized depreciation on 69 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of previously recorded unrealized depreciation. The unrealized depreciation was primarily due to isolated deterioration in the credit performance of a small number of portfolio companies. The overall net unrealized appreciation on our portfolio was primarily driven by improved performance of certain portfolio companies.

For the nine months ended September 30, 2024, we recorded unrealized appreciation of $28.2 million on 145 portfolio company investments, which was offset by $58.5 million of unrealized depreciation on 184 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of previously recorded unrealized depreciation. The unrealized depreciation was primarily due to isolated deterioration in the credit performance of a small number of portfolio companies. Additionally, $1.7 million of the net unrealized loss was driven by a change in deferred taxes. The overall net unrealized depreciation on our portfolio was primarily driven by deterioration in the credit performance of certain portfolio companies.

For the nine months ended September 30, 2023, we recorded unrealized appreciation of $4.5 million on 43 portfolio company investments which was offset by $6.3 million of unrealized depreciation on 79 portfolio company investments. The unrealized appreciation primarily resulted from improved performance of certain portfolio companies and the reversal of previously recorded unrealized depreciation in 2022. The unrealized depreciation primarily resulted from isolated deterioration in the credit performance of a small number of portfolio companies and the reversal of unrealized appreciation in 2022. Additionally, $0.5 million of the net unrealized loss was driven by a change in deferred taxes. The overall net unrealized depreciation on our portfolio was primarily driven by deterioration in the credit performance of certain portfolio companies.

Supplemental Information

On January 24, 2024, we completed our previously announced acquisition of FBLC. Pursuant to the Merger Agreement, Merger Sub was first merged with and into FBLC, with FBLC continuing as the surviving company, and, immediately following the Merger, FBLC was then merged with and into us, with us continuing as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time, each outstanding share of FBLC's common stock was converted into the right to receive 0.4647 shares of our common stock. As a result of the Mergers, we issued an aggregate of 110.0 million shares of our common stock to FBLC stockholders.

The Merger was accounted for as an asset acquisition of FBLC by us in accordance with the asset acquisition method of accounting as detailed in ASC 805, Business Combinations, with the fair value of total consideration paid, including transaction costs, in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. The consideration paid to FBLC stockholders was more than the aggregate fair value of the assets acquired and liabilities assumed, which resulted in a purchase price premium. The purchase premium was allocated to the cost basis of the FBLC investments acquired by us on a pro-rata basis based on their relative fair values as of the effective time of the Merger. The purchase premium allocated to the debt investments acquired will amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized depreciation on such investment acquired through its ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired. Any adjustments to the cost basis of the acquired FBLC investments derived from the accounting treatment of the Mergers will be excluded from the incentive fee calculation.

As a supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned purchase premium and the ongoing amortization thereof, as determined in accordance with U.S. GAAP. The non-GAAP financial measures include (i) adjusted net investment income after taxes; and (ii) adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the purchase premium is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered as an alternative to U.S. GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.


Non-GAAP Supplemental Disclosure:	For the three months ended September 30,				For the nine months ended September 30,
	2024		2023		2024		2023
Net investment income (loss)	$	44,405	$	14,069	$	142,819	$	39,766
Less: purchase premium and other cost adjustments (1)	(1,131)		—		(11,746)		—
Adjusted net investment income after taxes	$	43,274	$	14,069	$	131,073	$	39,766

Net realized and unrealized gains (losses)	$	(13,857)	$	931	$	(53,139)	$	(2,658)
Less: Net change in unrealized appreciation (depreciation) due to the purchase premium and other cost adjustments (1)	15,940		—		30,029		—
Less: Realized gain (loss) due to the purchase premium and other cost adjustments (1)	(14,809)		—		(18,283)		—
Adjusted net realized and unrealized gains (losses)	$	(12,726)	$	931	$	(41,393)	$	(2,658)

(1) Represents amortization of purchase premium and incremental amortization of acquired FBLC investments as a result of the

accounting treatment of the Mergers under ASC 805 for the period 1/24/2024 to 9/30/2024.

Recent Developments

Notes Issuance

On October 22, 2024, we priced an offering of an additional $100.0 million aggregate principal amount of our 7.20% 2029 Notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The 7.20% 2029 Notes are an additional issuance of, and form a single series with, the previously issued $300.0 million aggregate principal amount of 7.20% Notes due 2029 on May 6, 2024, increasing the outstanding aggregate principal amount of the series to $400.0 million. The 7.20% 2029 Notes will mature on June 15, 2029, and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the Third Supplemental Indenture. The offering closed on October 29, 2024.

Distribution Declarations

On November 8, 2024, our Board of Directors declared a regular quarterly distribution of $0.29 per share of Common Stock and a special distribution of $0.04 per share of Common Stock, both of which will be paid on or around November 18, 2024 to stockholders of record as of November 8, 2024.

On November 8, 2024, our Board of Directors declared a distribution of $21.76 per share of Series A Preferred Stock, which will be paid on or around November 18, 2024 to stockholders of record as of November 8, 2024.

Liquidity and Capital Resources

We generate cash primarily from the net proceeds of the purchase of shares of our Common Stock and Series A Preferred Stock via drawdowns on our investors’ capital commitments, cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. As of September 30, 2024, we had issued 134.8 million shares of our Common Stock for net proceeds of $2.0 billion, including shares issued pursuant to the DRIP. We had also issued 77,500 shares of Series A Preferred Stock for gross proceeds of $77.4 million. As of September 30, 2023, we had issued 25.9 million shares of our Common Stock for net proceeds of $392.6 million, including shares issued pursuant to the DRIP. We had also issued 77,500 shares of Series A Preferred Stock for gross proceeds of $77.4 million.

As of September 30, 2024, we had $153.7 million of cash. For the nine months ended September 30, 2024, net cash used in operating activities was $62.2 million. The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions, and sales of portfolio investments. The cash flows used in operating activities for the nine months ended September 30, 2024 was primarily a result of purchases of investments of $785.8 million, offset by sales and repayments of investments of $532.5 million as well as cash received in the Mergers of $58.5 million. As of September 30, 2023, we had $70.0 million of cash. For the nine months ended September 30, 2023, net cash provided by operating activities was $47.0 million. The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions, and sales of portfolio investments. The cash flows provided by operating activities for the nine months ended September 30, 2023 was primarily a result of purchases of investments of $46.4 million, partially offset by sales and repayments of investments of $71.0 million.

Net cash provided by financing activities of $160.6 million during the nine months ended September 30, 2024 primarily related to payments on debt of $509.0 million, payments of financing costs of $4.4 million, common stockholder distributions of $77.4 million, preferred stockholder distributions of $5.6 million, and repurchases of common stock of $43.0 million partially offset by proceeds from debt of $801.7 million and proceeds from issuance of shares of common stock of $0.9 million. Net cash used by financing activities of $3.3 million during the nine months ended September 30, 2023 primarily related to payments on debt of $70.4 million, repayments on short-term borrowings of $89.4 million, common stockholder distributions of $23.3 million, and preferred stockholder distributions of $5.4 million partially offset by proceeds from issuance of shares of common stock of $9.9 million, proceeds from issuance of shares of preferred stock of $41.4 million, proceeds from debt of $32.0 million, and proceeds from short-term borrowings of $68.6 million.

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We also fund a portion of our investments through borrowings from banks. Our primary use of cash will be investments in portfolio companies, payments of our expenses and payment of cash distributions to our stockholders. As of September 30, 2024, we are party to the JPM and Wells Fargo Credit Facilities, which are defined in and described in more detail in Note 5 - Borrowings . We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As of September 30, 2024, our asset coverage ratio was 198%.

As of September 30, 2024, we had $400.8 million of availability under the JPM Credit Facility, Wells Fargo Credit Facility, FBLC JPM Credit Facility, and JPM Revolver (subject to borrowing base availability). As of September 30, 2023, we had $56.5 million of availability under the MS Credit Facility (subject to borrowing base availability), and had approximately $217.7 million of uncalled capital commitments to purchase shares of our Common Stock. We expect to have sufficient liquidity for our investing activities and to conduct our operations for the next 12 months.

Taxation as a RIC

We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid, or the annual distribution requirement. Even if we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to state, local, and foreign taxes.

Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on December 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to U.S federal income corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders. In addition, we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC. We cannot assure stockholders that they will receive any distributions.

Distributions

The amount of each distribution is subject to the discretion of our Board of Directors and applicable legal restrictions related to the payment of distributions. We calculate each stockholder’s specific distribution amount for the quarter using record and declaration dates.

The table shows the components of the distributions we have declared and/or paid to common stockholders for the nine months ended September 30, 2024 and 2023 (dollars in thousands):


	For the nine months ended September 30,
	2024		2023
Distributions declared	$	100,499	$	32,458
Distributions paid	$	100,512	$	32,478
Portion of distributions paid in cash	$	77,434	$	23,268
Portion of distributions paid in DRIP shares	$	23,078	$	9,210

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The table shows the components of the distributions we have declared and/or paid to preferred stockholders during the nine months ended September 30, 2024 and 2023 (dollars in thousands):


	For the nine months ended September 30,
	2024		2023
Distributions declared	$	5,570	$	5,418
Distributions paid	$	5,570	$	5,418
Portion of distributions paid in cash	$	5,570	$	5,418
Portion of distributions paid in DRIP shares	$	—	$	—

We may fund our cash distributions to stockholders from any sources of funds available to us, including advances from the Adviser that are subject to reimbursement, as well as offering proceeds, borrowings, net investment income from operations, capital gain proceeds from the sale of assets, and non-capital gain proceeds from the sale of assets. We have not established limits on the amount of funds we may use from available sources to make distributions. We may have distributions which could be characterized as a return of capital for tax purposes. During the nine months ended September 30, 2024 and 2023, no portion of our distributions was characterized as return of capital for tax purposes. The specific tax characteristics of our distributions made in respect of our anticipated fiscal year ending December 31, 2024 will be reported to stockholders shortly after the end of the calendar year 2024 as well as in our periodic reports with the SEC. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gain. Moreover, you should understand that any such distributions were not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or our Adviser continues to make such reimbursements. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at all.

Related Party Transactions and Agreements

Investment Advisory Agreement

We entered into an amendment and restatement of the Investment Advisory Agreement (the “Amended and Restated Investment Advisory Agreement”), dated as of January 24, 2024, which was approved by our Board of Directors and our stockholders in connection with the consummation of the Mergers, under which the Adviser, subject to the overall supervision of our Board of Directors manages the day-to-day operations of, and provides investment advisory services to us. Affiliates of the Adviser also provide investment advisory services to other funds that have investment mandates that are similar, in whole and in part, with ours. Affiliates of the Adviser also serve as investment adviser or sub-adviser to private funds and registered open-end funds, and as an investment adviser to a public real estate investment trust. The Adviser has adopted policies designed to manage and mitigate the conflicts of interest associated with the allocation of investment opportunities. In addition, any affiliated fund currently formed or formed in the future and managed by the Adviser or its affiliates may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. However, in certain instances due to regulatory, tax, investment, or other restrictions, certain investment opportunities may not be appropriate for either us or other funds managed by the Adviser or its affiliates.

102

Administration Agreement

On September 23, 2020, we entered into the Administration Agreement with BSP, pursuant to which BSP provides us with office facilities and administrative services. We reimburse BSP quarterly for all administrative costs and expenses incurred by our Adviser in performing our obligations under the Administration Agreement and annually for overhead expenses incurred in the course of performing our obligations under the Administration Agreement, including rent, travel and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of us. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. For the three and nine months ended September 30, 2024, we incurred $0.8 million and $2.4 million, respectively, in administrative service fees under the administrative agreement, which are included in other general and administrative on the consolidated statements of operations in the accompanying consolidated financial statements. For the three and nine months ended September 30, 2023, we incurred $0.3 million and $0.9 million, respectively, in administrative service fees under the administrative agreement, which are included in other general and administrative on the consolidated statements of operations in the accompanying consolidated financial statements.

Co-Investment Relief

Borrowings

We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As of September 30, 2024, the aggregate principal amount outstanding of the senior securities issued by us was $2.0 billion and our asset coverage was 198%. We are continually exploring forms of debt financing which could include new or expanded credit facilities or the issuance of senior securities that are debt or stock. We may use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our stockholders by reducing our overall cost of capital. We currently have credit facilities with JPMorgan and Wells Fargo.

JPM Credit Facility

On October 4, 2023, we refinanced the MS Credit Facility with a $400.0 million credit facility with FBCC Jupiter Funding, LLC, a wholly-owned, consolidated special purpose financing subsidiary of us, as borrower (“Jupiter Funding”), the Adviser, as portfolio manager, the lenders party thereto, U.S. Bank National Association, as securities intermediary, U.S. Bank Trust Company, National Association as collateral administrator and collateral agent, and JPMorgan Chase Bank, National Association, as administrative agent (the “JPM Credit Facility”). The JPM Credit Facility provides for borrowings through October 4, 2026, and any amounts borrowed under the JPM Credit Facility will mature on October 4, 2027. Borrowings under the JPM Credit Facility will bear interest at a benchmark rate, currently SOFR, plus a margin of 2.75% per annum, which is inclusive of an administrative agent fee. Interest is payable quarterly in arrears. Jupiter Funding will be subject to a non-usage fee of 0.75%, which is inclusive of the administrative agent fee, to the extent the commitments available under the JPM Credit Facility have not been borrowed. Jupiter Funding paid an upfront fee and incurred other customary costs and expenses in connection with the JPM Credit Facility.

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Short-Term Borrowings

From time to time, we finance the purchase of certain investments through repurchase agreements. In the repurchase agreements, we enter into a trade to sell an investment and contemporaneously enter into a trade to buy the same investment back on a specified date in the future with the same counterparty. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860—Transfers and Servicing and remains as an investment on the consolidated statements of assets and liabilities. We use repurchase agreements as a short-term financing alternative. As of September 30, 2024 and December 31, 2023, we had no short-term borrowings outstanding. For the three and nine months ended September 30, 2024, we recorded no interest expense in connection with short-term borrowings. For the three and nine months ended September 30, 2023, we recorded interest expense of $0.4 and $1.7 million, respectively, in connection with short-term borrowings. For the nine months ended September 30, 2024, we did not have outstanding short term borrowing. For the nine months ended September 30, 2023, we had an average outstanding balance of short-term borrowings of $27.1 million and bore interest at a weighted average rate of 0.02%.

Secured Borrowings

On August 21, 2023, we entered into a total return swap (“TRS”) with Nomura Global Financial Products Inc. (“Nomura”). A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. We pay interest to Nomura for each loan at a rate equal to three-month SOFR plus 3.60% per annum. On April 24, 2024, the rate was amended to three-month SOFR plus 2.80% per annum. Upon the termination or repayment of any loan under the TRS, we will either receive from Nomura the appreciation in the value of such loan or pay to Nomura any depreciation in the value of such loan. The scheduled termination date for the TRS is February 17, 2025. We may terminate the TRS prior to February 17, 2025 upon the occurrence of certain events but in certain circumstances may be required to pay certain termination fees.

As of September 30, 2024, all total return swaps on the Nomura TRS were entered into contemporaneously with our sale of their reference assets. Due to our continuing involvement in these assets, these assets are not derecognized under ASC Topic 860 -- Transfers and Servicing , and are presented on our consolidated schedule of investments. Financing amounts related to these assets are presented as secured borrowings on our consolidated statement of assets and liabilities. Any margin paid to the counterparty under the terms of the TRS agreement is included in the “Due from broker” on our consolidated statements of assets and liabilities.

The TRS is subject to the SEC rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies. The rule requires that we trade derivatives and other transactions that create future payment or delivery obligations subject to a value-at-risk leverage limit and certain derivatives risk management program and reporting requirements. Generally, these requirements apply unless we qualify as a “limited derivatives user,” as defined in the rule, in which case certain exceptions to these conditions would apply. We may qualify as a limited derivatives user if it adopts and implements written policies and procedures reasonably designed to manage our derivatives risk and our derivatives exposure does not exceed 10 percent of our net assets as calculated in accordance with the rule.

As of September 30, 2024 and December 31, 2023, we had secured borrowings outstanding of $30.8 million and $33.3 million, respectively. For the three and nine months ended September 30, 2024, we recorded interest expense of $0.5 million and $1.5 million in connection with secured borrowings. For the three and nine months ended September 30, 2023, we recorded interest expense of $0.2 million and $0.2 million in connection with secured borrowings. For the nine months ended September 30, 2024, we had an average outstanding balance of secured borrowings of $31.3 million and bore interest at a weighted average rate of 6.39%. For the period August 21, 2023 through September 30, 2023, the Company had an average outstanding balance of secured borrowings of $24.1 million and bore interest at a weighted average rate of 8.98%.

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Wells Fargo Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers we became party to a $300.0 million revolving credit facility with us as collateral manager, Funding I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank Trust Company, National Association, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).

The Wells Fargo Credit Facility provides for borrowings through August 25, 2026, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 25, 2028. The Wells Fargo Credit Facility has an interest rate of daily simple SOFR (with a daily simple SOFR floor of zero), plus a spread of 2.75% per annum. Pursuant to an amendment to the loan and servicing agreement entered into on August 30, 2024 (“Wells Fargo Credit Facility Amendment”), the spread was reduced to 2.15% per annum from 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the first 25% of the unused balance and increases to 2.00% for any remaining unused balance. Pursuant to the Wells Fargo Credit Facility Amendment, the non-usage fee per annum is now 0.50% for the first 70% of the unused balance and increases to 2.00% for any remaining unused balance.

FBLC JPM Credit Facility

On January 24, 2024, as a result of the consummation of the Mergers, we through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, became party to a $400.0 million revolving credit facility with JPMorgan, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary (the “FBLC JPM Credit Facility”).

The FBLC JPM Credit Facility provides for borrowings through September 15, 2026, and any amounts borrowed under the FBLC JPM Credit Facility will mature on September 15, 2027. The FBLC JPM Credit Facility has an interest rate of SOFR plus 2.80% (subject to further increases consistent with the terms of the FBLC JPM Credit Facility), which is inclusive of an administrative agent fee. The FBLC JPM Credit Facility will be subject to a non-usage fee to be 0.75%, inclusive of an administrative agent fee. The non-usage fee of 0.75% (inclusive of an administrative agent fee) applies to the first 20% of the unused balance and increases to 3.00% for any remaining unused balance. FBCC and 57th Street are permitted to submit a commitment increase request to up to $800.0 million.

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JPM Revolver Facility

On January 24, 2024, as a result of the consummation of the Mergers, we became party to a $505.0 million revolving credit facility with JPMorgan, as administrative agent and as collateral agent, N.A., Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).

The JPM Revolver Facility provides for borrowings through December 8, 2027, and any amounts borrowed under the JPM Revolver Facility will mature on December 8, 2028. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. We will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed.

2024 Notes

On January 24, 2024, as a result of the consummation of the Mergers, we became party to a Purchase Agreement relating to the sale of $100.0 million aggregate principal amount of 4.85% fixed rate notes due December 15, 2024 (the “2024 Notes”). The 2024 Notes are subject to customary indemnification provisions and representations, warranties, and covenants. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually.

2026 Notes

On January 24, 2024, as a result of the consummation of the Mergers, we became party to a Purchase Agreement relating to the sale of $300.0 million aggregate principal amount of 3.25% fixed rate notes due March 30, 2026 (the “Restricted 2026 Notes”). The net proceeds from the sale of the Restricted 2026 Notes were approximately $296.0 million. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the "Unrestricted 2026 Notes" and, together with the Restricted 2026 Notes, the 2026 Notes), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes. The 2026 Notes are subject to customary indemnification provisions and representations, warranties and covenants. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually.

2029 Notes

On April 29, 2024, we entered into a purchase agreement in connection with the issuance and sale of $300.0 million aggregate principal amount of our 7.20% Notes due 2029 (the “2029 Notes”). The net proceeds from the sale of the 2029 Notes were approximately $293.0 million. The 2029 Notes were issued on May 6, 2024, pursuant to a third supplemental indenture. The 2029 Notes will mature on June 15, 2029, and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture governing the 2029 Notes. The 2029 Notes bear interest at a rate of 7.20% per year payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2024. The 2029 Notes are subject to customary indemnification provisions and representations, warranties and covenants. In connection with the offer and sale of the 2029 Notes, we entered into a Registration Rights Agreement, dated as of May 6, 2024. Pursuant to the Registration Rights Agreement, we are obligated to file with the SEC a registration statement relating to an offer to exchange the 2029 Notes for new notes issued by us that are registered under the Securities Act and otherwise have terms substantially identical to those of the 2029 Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If we are not able to effect the exchange offer, we will be obligated to file a shelf registration statement covering the resale of the 2029 Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If we fail to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the 2029 Notes.

See Note 5 - Borrowings to our consolidated financial statements contained in this Quarterly Report on Form 10-Q for a more detailed discussion of our borrowings.

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Contractual Obligations

The following table shows our payment obligations for repayment of debt and other contractual obligations as of September 30, 2024 (dollars in thousands):


			Payment Due by Period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
JPM Credit Facility (1)	$	300,000	$	—	$	—	$	300,000	$	—
Wells Fargo Credit Facility (2)	300,000		—		—		300,000		—
FBLC JPM Credit Facility (3)	320,000		—		320,000		—		—
JPM Revolver Facility (4)	284,216		—		—		284,216		—
2024 Notes	100,000		100,000		—		—		—
2026 Notes	300,000		—		300,000		—		—
2029 Notes	296,983		—		—		296,983		—
Total	1,901,199		$	100,000	$	620,000	$	1,181,199	$	—

—–—–—–—–—–

(1) As of September 30, 2024, we had $100.0 million in unused borrowing capacity under the JPM Credit Facility, subject to borrowing base limits.

(2) As of September 30, 2024, we had no unused borrowing capacity under the Wells Fargo Credit Facility, subject to borrowing base limits.

(3) As of September 30, 2024, we had $80.0 million in unused borrowing capacity under the FBLC JPM Credit Facility, subject to borrowing base limits.

(4) As of September 30, 2024, we had $220.8 million in unused borrowing capacity under the JPM Revolver Facility, subject to borrowing base limits.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Commitments

In the ordinary course of business, we may enter into future funding commitments. As of September 30, 2024, we had unfunded commitments on delayed draw term loans of $222.9 million, unfunded commitments on revolver term loans of $196.0 million, and unfunded commitments on term loans of $1.0 million. As of December 31, 2023, we had unfunded commitments on delayed draw term loans of $34.3 million and unfunded commitments on revolver term loans of $42.2 million. We maintain sufficient cash on hand, unfunded commitments to purchase our Common Stock, and available borrowings to fund such unfunded commitments. Please refer to Note 6 - Commitments and Contingencies in the notes to our consolidated financial statements for further detail of these unfunded commitments.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates.

While our significant accounting policies are also described in Note 2 - Summary of Significant Accounting Policies of our notes to our consolidated financial statements appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment in the preparation of our consolidated financial statements.

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Valuation of Portfolio Investments

We are required to report our investments, including those for which current market values are not readily available, at fair value in accordance with ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date, and Rule 2a-5 under the 1940 Act.

Investments for which market quotations are readily available are typically valued at those market quotations. All investments that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Valuation Designee, subject to oversight from our Board of Directors.

As part of the valuation process, our Valuation Designee takes into account relevant factors in determining the fair value of our investments, including and in combination of:

• the estimated enterprise value of a portfolio company;

• indicative dealer quotes;

• the nature and realizable value of any collateral;

• the portfolio company’s ability to make payments based on its earnings and cash flow;

• the markets in which the portfolio company does business;

• a comparison of the portfolio company’s securities to any similar publicly traded securities; and

• overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.

Our Valuation Designee, subject to oversight from our Board of Directors, undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments for which reliable market quotations are not readily available, or are available but deemed not reflective of the fair value of an investment, which includes, among other procedures, the following:

• Each portfolio company or investment will be valued by our Valuation Designee, with assistance from one or more independent valuation firms engaged by our Board of Directors;

• The independent valuation firm(s) conduct independent appraisals and make an independent assessment of the value of each investment; and

• Our Valuation Designee, under the supervision of our Board of Directors determines the fair value of each investment, in good faith, based on the input of independent valuation firms (to the extent applicable) and our Valuation Designee’s own analysis. Our Valuation Designee also has established the Valuation Committee to assist our Valuation Designee in carrying out its designated responsibilities, subject to oversight of our Board of Directors.

Our Valuation Designee, subject to oversight from our Board of Directors, has and will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of our portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, and our Valuation Designee may reasonably rely on that assistance. However, our Valuation Designee, subject to oversight from our Board of Directors, is responsible for the ultimate valuation of the portfolio investments at fair value as determined in good faith pursuant to our valuation policy and a consistently applied valuation process.

Our accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.

See Note 2 - Summary of Significant Accounting Policies for a description of other accounting policies and recently issued accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. We expect our market risk will arise primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations (including global or regional conflicts) and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements, subject to the requirements of the 1940 Act, in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities. We would not hold or issue these derivative contracts for trading or speculative purposes.

As of September 30, 2024, our debt included variable-rate debt, bearing a weighted average interest rate of SOFR plus 2.33% and a fixed rate debt, bearing a weighted average interest rate of 5.16% with a total carrying value (net of deferred financing costs) of $1.9 billion. The follo wing table quantifies the potential changes in interest income net of interest expense should base interest rates increase or decrease by the amounts below assuming that our current consolidated statement of assets and liabilities was to remain constant and no actions were taken to alter our existing interest rate sensitivity. Interest rate floors, if applicable, are not reflected in the sensitivity analysis below.


Change in Base Interest Rates	Estimated Change in Interest Income net of Interest Expense (in thousands)
(-) 459 Basis Points	$	(83,817)
(-) 200 Basis Points	$	(36,505)
(-) 100 Basis Points	$	(18,252)
(-) 50 Basis Points	$	(9,126)
(+) 50 Basis Points	$	9,126
(+) 100 Basis Points	$	18,252
(+) 200 Basis Points	$	36,505

Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and our Adviser, as our Valuation Designee under Rule 2a-5, values these investments at fair value as determined in good faith subject to the oversight of our Board of Directors, based on, among other things, the input of the Adviser and independent third-party valuation firms, in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented.

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Inflation and Supply Chain Risk

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, including the outbreak of global or regional conflicts (such as those in the Middle East and Eastern Europe) a rise in energy prices and strong consumer demand as economies continue to reopen, inflation has remained elevated in the U.S. and globally. Persistent inflationary pressures could affect the profit margins of our portfolio companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose in our reports under the Exchange Act is recorded, processed, summarized and reported in an accurate manner and on a timely basis and the information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely decisions with respect to required disclosure and (b) operating in an effective manner. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Change in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of September 30, 2024, we were not defendants in any material pending legal proceeding, and no such material proceedings are known to be contemplated. However, from time to time, we may be party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under the contracts with our portfolio companies. Third parties may also seek to impose liability on us in connection with the activities of our portfolio companies.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and in Part I., “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition, and/or operating results. The risk described below and the risks in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

Because we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.

The use of borrowings, also known as leverage, including through the issuance of senior securities that are debt or stock, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. Because we use leverage to partially finance our investments, through borrowing from banks and other lenders, you will experience increased risks of investing in our Common Stock. If the value of our assets increases, leveraging would cause the NAV to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause our NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make Common Stock distribution payments. Leverage is generally considered a speculative investment technique.

The following table illustrates the effects of leverage on returns from an investment in shares of Common Stock, assuming various hypothetical annual returns, net of expenses. The calculations are hypothetical and actual returns may be higher or lower than those appearing below. The calculation assumes (i) $4.4 billion in total assets, (ii) a weighted average cost of funds of 6.88%, (iii) $2.3 billion of debt outstandin g (i.e. assumes that the $700 million principal amount of our unsecured notes sold and the full $1.6 billion available to us under our revolving credit facilities are outstanding at September 30, 2024) and (iv) $1.9 billion in stockholders’ equity. In order to compute the “Corresponding return to stockholders,” the “Assumed Return on Our Portfolio (net of expenses)” is multiplied by the assumed total assets to obtain an assumed return to us. From this amount, the interest expense is calculated by multiplying the assumed weighted average cost of funds by the assumed debt outstanding, and the product is subtracted from the assumed return to us in order to determine the return available to stockholders. The return available to stockholders is then divided by our stockholders’ equity to determine the “Corresponding return to stockholders.” Actual interest payments may be different.


Assumed Return on Our Portfolio (net of expenses)	(10)%	(5)%	—%	5%	10%
Corresponding return to stockholders (1)	( 30.55 )%	( 19.35 )%	( 8.15 )%	3.06 %	14.26 %

(1) In order for us to cover our hypothetical annual interest payments on indebtedness, we would need to achieve annual returns on our September 30, 2024 total assets of at least 3.63%.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On April 24, 2024, pursuant to a drawdown notice previously delivered to investors, we issued and sold approximately 61,058 shares of the Common Stock for an aggregate offering price of approximately $0.9 million. The issuance and sale of the Common Stock were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

Repurchases of Common Stock

The following table sets forth information regarding our repurchases of shares of Common Stock during the nine months ended September 30, 2024:


Repurchase Deadline Request (1)	Total Number of Shares Repurchased (1)	Percentage of Outstanding Common Stock Repurchased (2)		Price Paid Per Share		Repurchase Pricing Date	Amount Repurchased (1)		Maximum number of shares that may yet be purchased under the repurchase plan (1)
April 9, 2024	2,676,696	1.96	%	$	14.49	January 24, 2024	$	38,785,296	—

(1) On February 29, 2024, we commenced a tender offer to repurchase up to 2,687,933 shares of its Common Stock. On May 7, 2024, we repurchased 2,676,696 shares of Common Stock as set forth in the table above. Because the tender offer has expired, we will not repurchase the balance of 11,237 shares of Common Stock. For a description of our Share Repurchase Program, see Note 11 — Share Repurchase Program to the consolidated financial statements.

(2) Percentage is based on total shares as of the close of the previous calendar quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K).


Exhibit No.			Description
3.1			Form of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on September 23, 2020 and incorporated herein by reference).

3.2			Certificate of Designation of Series A Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 25, 2021 and incorporated herein by reference).

3.3			Amended and Restated Bylaws (previously filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 17, 2022 and incorporated herein by reference).

4.1			Registration Rights Agreement, dated as of October 29, 2024, by and among the Company, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the initial purchasers (filed herewith).

10.1			Fourth Amendment to Loan and Servicing Agreement, dated as of August 30, 2024, by and among FBLC Funding I, LLC, as the borrower, Franklin BSP Capital Corporation, as the collateral manager, Wells Fargo Bank, National Association, as administrative agent, U.S. Bank National Association, as collateral custodian, U.S. Bank Trust Company, National Association as collateral agent and each of the lenders from time to time party thereto ( previo usly filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 6, 2024 and incorpor ated herein by reference ).

31.1			Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14 (a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2			Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14 (a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32			Certification of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS			XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document (filed herewith).

101.SCH			Inline XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document (filed herewith).

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

101.LAB			Inline XBRL Taxonomy Label Linkbase Document (filed herewith).

101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document (filed herewith).

104			Cover Page Interactive Data File (embedded within the Inline XBRL document) (filed herewith).

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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 thereunto duly authorized: