The Firm represented Franklin BSP Capital Corporation (“FBCC”) and Franklin BSP Lending Corporation (“FBLC”) in connection with the previously-announced merger of FBLC with and into FBCC, with FBCC continuing as the surviving company. The merger became effective on January 24, 2024. Based on September 30, 2023 financial information, the combined company has over $3.8 billion of total assets and approximately $2.1 billion of total net assets on a pro forma basis.
In connection with the merger, former FBLC stockholders received 0.4647 shares of newly-issued FBCC common stock for each share of FBLC common stock. As a result of the merger, legacy FBCC stockholders and former FBLC stockholders own approximately 19.3% and 80.7%, respectively, of the combined company. In addition, FBCC’s amended and restated investment advisory agreement with its external investment adviser, Franklin BSP Capital Adviser, L.L.C. (“FBCA”), became effective upon the closing of the merger.
FBCC is a private business development company with a $759 million investment portfolio at fair value as of September 30, 2023 that primarily consists of loans to middle-market companies. FBCC is managed by FBCA, an affiliate of Benefit Street Partners L.L.C. (“BSP”).
FBLC was a non-traded business development company with a $2.8 billion investment portfolio at fair value as of September 30, 2023 that primarily consisted of loans to middle-market companies. FBLC was also managed by an affiliate of BSP.
The Simpson Thacher team included Rajib Chanda, Steven Grigoriou and Patrick Hall (Registered Funds); Jonathan Corsico, Erin Harvey, Lawrence Ekin and David Jennings (M&A); Russell Light, Edward Grais and Elizabeth Trask (Tax); Jennifer Nadborny (PCAP); and Kelly Karapetyan (Antitrust).