What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-15 compared with 2023-03-15 · 810 added, 503 removed, 1635 unchanged (45% of the section changed)

20 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the 1940 Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

17 unchanged sentences

See the Index to the Financial Statements at page F-1 of this report.

Agreement and Plan of Merger among Franklin BSP Capital Corporation, Franklin BSP Lending Corporation, Franklin BSP Merger Sub, Inc.

and Franklin BSP Capital Adviser, L.L.C.

(for the limited purposes set forth therein), dated as of October 2, 2023 (previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K (File No.

814-01360) filed on October 6, 2023 and incorporated herein by reference).

Form of Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No.

4 unchanged sentences

Description of Securities (previously filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on March 29, 2021 and incorporated herein by reference).

Fourth Supplemental Indenture, dated as of January 24, 2024, relating to the 4.85% Notes due 2024, by and between the Company, as successor to Franklin BSP Lending Corporation, and U.S.

Bank Trust Company, National Association, as trustee (filed herewith).

Second Supplemental Indenture, dated as of January 24, 2024, relating to the 3.25% Notes due 2026, by and between the Company, as successor to Franklin BSP Lending Corporation, and U.S.

Bank Trust Company, National Association, as trustee (filed herewith).

Form of Investment Advisory Agreement (previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form 10 (File No.

3 unchanged sentences

000-56205) filed on November 18, 2020 and incorporated herein by reference).

Form of Amended and Restated Investment Advisory Agreement, dated as of January 24, 2024 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

814-01360) filed on January 24, 2024 and incorporated herein by reference).

Form of Administration Agreement (previously filed as Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No.

9 unchanged sentences

000-56205) filed on September 23, 2020 and incorporated herein by reference).

Loan and Servicing Agreement, dated March 15, 2021, by and among the Company, FBCC Lending I, LLC, Franklin BSP Capital Adviser L.L.C., Morgan Stanley Asset Funding, Inc., as administrative agent, and U.S.

Bank National Association as collateral agent, account bank and collateral custodian (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 17, 2021 and incorporated herein by reference).

Revolving Credit Agreement, dated as of April 22, 2021, by and among the Company, the other Fund Borrowers party thereto, the Lenders party thereto, 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 (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2021 and incorporated herein by reference).

First Amendment to Loan and Servicing Agreement, dated as of July 1, 2021, by and among FBCC Lending I, LLC, the Company, Morgan Stanley Bank, N.A., and Morgan Stanley Asset Funding, Inc (previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 12, 2021 and incorporated herein by reference).

Form of Subscription Agreement for Series A Preferred Stock (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

814-01360) filed on August 25, 2021 and incorporated herein by reference).

Second Amendment to Loan and Servicing Agreement, dated as of December 15, 2021, by and among FBCC Lending I, LLC, the Company, Morgan Stanley Bank, N.A., and Morgan Stanley Asset Funding, Inc.

(previously filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K (File No.

814-01360) filed on March 17, 2022 and incorporated herein by reference).

Third Amendment to Loan and Servicing Agreement, dated as of January 31, 2022, by and among FBCC Lending I, LLC, the Company, Morgan Stanley Bank, N.A., Canadian Imperial Bank of Commerce, and Morgan Stanley Asset Funding, Inc.

(previously filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K (File No.

814-01360) filed on March 17, 2022 and incorporated herein by reference).

First Amendment to Revolving Credit Agreement, dated as of April 20, 2022, by and among the Company, Morgan Stanley, N.A.

and Morgan Stanley Asset Funding Inc.

(previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

814-01360) filed on May 13, 2022 and incorporated herein by reference).

Fourth Amendment to Loan and Servicing Agreement, dated as of June 28, 2022, by and among FBCC Lending I, LLC, the Company, Morgan Stanley Bank, N.A.

and Canadian Imperial Bank of Commerce, as lenders, and Morgan Stanley Asset Funding Inc., as administrative agent (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

814-01360) filed on July 5, 2022 and incorporated herein by reference).

Amendment No.

3 to Loan and Servicing Agreement and Consent, dated August 25, 2023, by and among the Company, as successor to Franklin BSP Lending Corporation, FBLC Funding I, LLC, each of the lenders form time to time party thereto, Wells Fargo Bank, National Association, U.S.

Bank Trust Company, National Association, and U.S.

Bank National Association (filed as Exhibit 10.1 to FBLC's Quarterly Report on Form 10-Q, filed on November 13, 2023 and incorporated herein by reference).

Second Amendment to Amended and Restated Loan and Security Agreement, dated September 15, 2023, by and among the Company, as successor to Franklin BSP Lending Corporation, FBLC 57th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank Trust Company, National Association and U.S.

Bank National Association (filed as Exhibit 10.2 to FBLC's Quarterly Report on Form 10-Q, filed on November 13, 2023 and incorporated herein by reference).

Loan and Security Agreement dated as of October 4, 2023 by and among FBCC Jupiter Funding, LLC, the lenders party thereto, JPMorgan Chase Bank, National Association as administrative agent, the collateral administrator, collateral agent and securities intermediary party thereto, and Franklin BSP Capital Adviser, LLC as portfolio manager (filed herewith).

Amended and Restated Senior Secured Credit Agreement, dated as of December 8, 2023, among the Company, as successor to Franklin BSP Lending Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, Sumitomo Mitsui Banking Corporation, and MUFG Bank, Ltd.

as syndication agents, and JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Sumitomo Mitsui Banking Corporation, and MUFG Bank, Ltd.

as Joint Bookrunner and Joint Lead Arrangers (filed herewith).

Code of Business Conduct and Ethics (previously filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed March 17, 2022 and herein incorporated by reference).

2 unchanged sentences

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).

Written statement of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C.

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).

99.1 Audited Financial Statements of Franklin BSP Lending Corporation.

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).

3 unchanged sentences

/s/ Richard J.

Chief Executive Officer, President and Chairman of the Board of Directors

Chief Executive Officer and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

1 unchanged sentence

/s/ Richard J.

Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer) March 15, 2023

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) March 15, 2024

/s/ Nina Kang Baryski

15 unchanged sentences

Consolidated Statements of Assets and Liabilities as of December 31, 202 3 and 202 2

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 , and for the period from January 29, 2020 (date of inception) to December 31, 2020

Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022 and 2021 , and for the period from January 29, 2020 (date of inception) to December 31, 2020

Consolidated Statement s of Cash Flows for the year s ended December 31, 202 2 and 2021

Consolidated Schedule s of Investments as of December 31, 202 2 and 2021

Consolidated Statements of Operations for the years ended December 31, 202 3 , 202 2 , and 202 1

Consolidated Statements of Changes in Net Assets for the years ended December 31, 202 3 , 202 2 , and 202 1

Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 2022 and 202 1

Consolidated Schedules of Investments as of December 31, 202 3 and 202 2

Notes to Consolidated Financial Statements

3 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Franklin BSP Capital Corporation (the “Company”), including the consolidated schedules of investments, as of December 31, 2022 and 2021, the related consolidated statements of operations and changes in net assets for each of the two years in the period ended December 31, 2022 and for the period from January 29, 2020 (date of inception) to December 31, 2020, the consolidated statements of cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and changes in its net assets for each of the two years in the period ended December 31, 2022 and for the period from January 29, 2020 (date of inception) to December 31, 2020, and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with U.S.

We have audited the accompanying consolidated statements of assets and liabilities of Franklin BSP Capital Corporation (the “Company”), including the consolidated schedules of investments, as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

12 unchanged sentences

Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence with the custodian and brokers .

when replies were not received from brokers, we performed other auditing procedures.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

9 unchanged sentences

$ 68,100 $ 62,156

Affiliate Investments, at fair value (amortized cost of $ 0 and $ 13 , respectively)

Non-Affiliate Investments, at fair value (amortized cost of $ 700,985 and $ 726,116 , respectively)

3 unchanged sentences

Cash and cash equivalents 48,541 26,239

Restricted cash 6,681 —

Deferred offering costs — 100

3 unchanged sentences

Prepaid expenses and other assets 3,396 72

Due from broker 8,336 —

Total assets $ 831,687 $ 816,183

2 unchanged sentences

Short-term borrowings — 20,792

Secured borrowings 33,344 —

Stockholder distributions payable 13 33

1 unchanged sentence

Accounts payable and accrued expenses 4,167 2,583

Payable for unsettled trades — 15,226

Interest and debt fees payable 6,936 1,407

5 unchanged sentences

77,500 issued and outstanding at December 31, 2023 and 36,147 issued and outstanding at December 31, 2022

77,398 36,093

Net Assets attributable to common stock:

10 unchanged sentences

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

For the year ended December 31, For the period

29, 2020 (date

of inception) to

For the year ended December 31,

2023 2022 2021

17 unchanged sentences

Management fees 4,187 3,378 1,109

Organizational costs — — 297

Incentive fee on income 7,704 4,720 711

16 unchanged sentences

Non-affiliate investments 496 467 51

Net realized loss on extinguishment of debt ( 1,483 ) — —

Total net realized gain (loss) ( 987 ) 467 618

Net change in unrealized appreciation (depreciation) on investments

Control investments 8 43 —

Affiliate investments — — 103

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

2 unchanged sentences

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

For the year ended December 31, For the period

29, 2020 (date

of inception) to

For the year ended December 31,

2023 2022 2021

Control investments 43 — —

Affiliate investments — 103 —

Non-affiliate investments ( 7,049 ) ( 8,000 ) 2,005

6 unchanged sentences

Net increase (decrease) in net assets resulting from operations attributable to common stockholders $ 37,147 $ 21,830 $ 6,869

Per share information - basic and diluted

Per share information

Net investment income (loss) $ 2.11 $ 1.68 $ 0.78

Net increase (decrease) in net assets resulting from operations attributable to participating securities $ 1.77 $ 1.24 $ 1.30

Basic and diluted earnings (loss) per share $ 1.41 $ 1.12 $ 1.30

4 unchanged sentences

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

For the year ended December 31, For the period

29, 2020 (date

of inception) to

For the year ended December 31,

2023 2022 2021

23 unchanged sentences

For the year ended December 31,

2023 2022 2021

Operating activities

Net increase in net assets resulting from operations $ 23,200 $ 6,869

Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:

Net increase (decrease) in net assets resulting from operations attributable to participating securities $ 44,779 $ 23,200 $ 6,869

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 ( 3,202 ) ( 2,042 ) ( 120 )

6 unchanged sentences

Net realized (gain) loss from investments ( 496 ) ( 467 ) ( 618 )

Extinguishment of debt 1,483 — —

Net change in unrealized (appreciation) depreciation on investments 7,041 7,957 ( 2,108 )

3 unchanged sentences

Prepaid expenses and other assets ( 3,324 ) 2 ( 74 )

Due from broker ( 8,336 ) — —

(Increase) decrease in operating liabilities:

5 unchanged sentences

Other liabilities ( 1,699 ) ( 708 ) 1,942

Net cash used in operating activities ( 259,513 ) ( 491,443 )

Net cash provided by (used in) operating activities 66,102 ( 259,513 ) ( 491,443 )

Financing activities

Proceeds from secured borrowings 33,344 — —

Proceeds from issuance of shares of common stock 9,922 142,020 222,617

7 unchanged sentences

Preferred stockholder distributions ( 7,615 ) ( 1,367 ) —

Net cash provided by financing activities 272,892 504,301

Net increase in cash and cash equivalents 13,379 12,858

Cash and cash equivalents, beginning of year 12,860 2

Cash and cash equivalents, end of year $ 26,239 $ 12,860

Net cash provided by (used in) financing activities ( 37,119 ) 272,892 504,301

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

3 unchanged sentences

For the year ended December 31,

2023 2022 2021

Net increase in cash, cash equivalents and restricted cash 28,983 13,379 12,858

Cash, cash equivalents and restricted cash, beginning of year 26,239 12,860 2

Cash, cash equivalents and restricted cash, end of year $ 55,222 $ 26,239 $ 12,860

Supplemental information:

2 unchanged sentences

Distributions reinvested during the year $ 12,439 $ 8,073 $ 790

As of December 31,

2023 2022 2021

Cash and cash equivalents $ 48,541 $ 26,239 $ 12,860

Restricted cash 6,681 — —

Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 55,222 $ 26,239 $ 12,860

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

1 unchanged sentence

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

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

December 31, 2023

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

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.

4,183 $ 4,132 $ 4,247 1.1 %

Absolute Software Corp.

(a) (c) (h) Software/Services L+ 6.00 % ( 10.73 %), 7/1/2027

ADCS Clinics Intermediate Holdings, LLC (c) Healthcare S+ 6.25 % ( 11.75 %), 5/7/2027

37 37 37 0.0 %

Acrisure, LLC (h) Financials L+ 4.25 % ( 8.63 %), 2/15/2027

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 L+ 6.50 % ( 11.43 %), 5/7/2027

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) (h) Healthcare L+ 6.50 % ( 11.70 %), 5/7/2027

ADCS Clinics Intermediate Holdings, LLC (c) (f) Healthcare S+ 6.25 %, 5/7/2026

— ( 6 ) ( 7 ) 0.0 %

Alera Group Intermediate Holdings, Inc.

2,866 2,818 2,866 0.7 %

Alera Group Intermediate Holdings, Inc.

5,006 4,908 5,006 1.3 %

American Rock Salt Company, LLC (h) Chemicals L+ 4.00 % ( 8.38 %), 6/9/2028

Alera Group Intermediate Holdings, Inc.

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.

19,959 19,669 19,637 5.1 %

Armada Parent, Inc.

1,006 985 973 0.3 %

Armada Parent, Inc.

— ( 31 ) ( 39 ) 0.0 %

Avalara, Inc.

1 unchanged sentence

19,896 19,472 19,526 5.0 %

Aveanna Healthcare, LLC (h) Healthcare L+ 3.75 % ( 7.77 %), 7/17/2028

Avalara, Inc.

— ( 40 ) ( 37 ) 0.0 %

Aventine Holdings, LLC (c) (h) Media/Entertainment L+ 6.00 % ( 10.38 %) 4.00 % PIK, 6/18/2027

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) Media/Entertainment 10.25 % PIK, 6/18/2027

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 L+ 6.00 % ( 10.38 %) 4.00 % PIK, 6/18/2027

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.

1,559 1,538 1,486 0.4 %

BCPE Oceandrive Buyer, Inc.

802 802 765 0.2 %

BCPE Oceandrive Buyer, Inc.

1,579 1,553 1,505 0.4 %

BCPE Oceandrive Buyer, Inc.

9,475 9,315 9,033 2.3 %

1 unchanged sentence

10,305 10,159 10,131 2.6 %

Communication Technology Intermediate, LLC (c) (h) Business Services L+ 5.50 % ( 9.88 %), 5/5/2027

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 L+ 5.50 % ( 9.88 %), 5/5/2027

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) Business Services L+ 5.50 % ( 9.88 %), 5/5/2027

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 %

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)

Community Brands ParentCo, LLC (c) (f) Software/Services S+ 5.50 %, 2/24/2028

— $ — $ ( 10 ) 0.0 %

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 %

Division Holding Corp.

(h) Business Services L+ 4.75 % ( 9.13 %), 5/27/2028

Demakes Borrower, LLC (c) (h) Food & Beverage S+ 6.25 % ( 11.62 %), 12/12/2029

4,703 4,586 4,586 1.2 %

Eliassen Group, LLC (c) Business Services S+ 5.50 % ( 8.88 %), 4/14/2028

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 %

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

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

December 31, 2022

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

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 %

FGT Purchaser, LLC (c) (h) Consumer S+ 5.50 % ( 10.18 %), 9/13/2027

Faraday Buyer, LLC (c) (f) Utilities S+ 6.00 %, 10/11/2028

— ( 18 ) ( 37 ) 0.0 %

FGT Purchaser, LLC (c) Consumer L+ 5.50 % ( 10.18 %), 9/13/2027

FGT Purchaser, LLC (c) (h) Consumer S+ 5.50 % ( 10.95 %), 9/13/2027

9,561 9,417 9,561 2.5 %

First Eagle Holdings, Inc.

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 L+ 5.00 % ( 9.38 %), 10/18/2028

Florida Food Products, LLC (c) (h) Food & Beverage S+ 5.00 % ( 10.47 %), 10/18/2028

12,505 12,317 11,630 3.0 %

1 unchanged sentence

4,417 4,386 4,417 1.1 %

Galway Borrower, LLC (c) (h) Financials L+ 5.25 % ( 9.98 %), 9/29/2028

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.

1 unchanged sentence

11,407 11,238 11,240 2.9 %

Geosyntec Consultants, Inc.

2,743 2,685 2,663 0.7 %

Geosyntec Consultants, Inc.

— ( 27 ) ( 30 ) 0.0 %

Gogo Intermediate Holdings, LLC (a) (f) Telecom S+ 3.75 %, 4/30/2026

— — ( 3 ) 0.0 %

Gordian Medical, Inc.

4,361 4,288 2,769 0.7 %

Green Energy Partners/Stonewall, LLC (c) (h) Utilities L+ 6.00 % ( 10.73 %), 11/12/2026

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 L+ 6.00 % ( 10.38 %), 9/22/2028

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 L+ 6.00 % ( 10.38 %), 9/22/2028

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) Business Services L+ 6.00 % ( 10.39 %), 9/22/2027

IG Investments Holdings, LLC (c) (f) Business Services S+ 6.00 %, 9/22/2027

— ( 9 ) ( 6 ) 0.0 %

3 unchanged sentences

Indigo Buyer, Inc.

3,802 3,743 3,737 1.0 %

Indigo Buyer, Inc.

614 594 588 0.2 %

IQN Holding Corp.

5,750 5,707 5,703 1.5 %

IQN Holding Corp.

— ( 6 ) ( 5 ) 0.0 %

IQN Holding Corp.

— ( 4 ) ( 4 ) 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)

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.

Industrials 4.88 %, 5/1/2028

(h) (l) Industrials 4/16/2021 4.88 %, 5/1/2028

2,275 2,275 2,142 0.6 %

Knowledge Pro Buyer, Inc.

11,008 10,854 11,008 2.8 %

Knowledge Pro Buyer, Inc.

1,042 1,018 1,042 0.3 %

Liquid Tech Solutions Holdings, LLC (h) Industrials L+ 4.75 % ( 8.92 %), 3/20/2028

Knowledge Pro Buyer, Inc.

275 260 275 0.1 %

Medical Management Resource Group, LLC (c) (h) Healthcare L+ 5.75 % ( 9.83 %), 9/30/2027

Liquid Tech Solutions Holdings, LLC (c) (h) Industrials S+ 4.75 % ( 10.22 %), 3/20/2028

5,397 5,379 5,397 1.4 %

Medical Management Resource Group, LLC (c) (h) Healthcare L+ 5.75 % ( 10.17 %), 9/30/2027

LSF12 Donnelly Bidco, LLC (c) (h) Industrials S+ 6.50 % ( 11.86 %), 10/2/2029

4,983 4,863 4,864 1.3 %

Mirra-Primeaccess Holdings, LLC (c) (h) Healthcare L+ 6.50 % ( 10.88 %), 7/29/2026

Mckissock Investment Holdings, LLC (h) Education S+ 5.00 % ( 10.38 %), 3/12/2029

1,306 1,274 1,302 0.3 %

Mirra-Primeaccess Holdings, LLC (c) Healthcare L+ 6.50 % ( 10.57 %), 7/29/2026

Medical Management Resource Group, LLC (c) (h) Healthcare S+ 6.00 % ( 11.45 %), 9/30/2027

2,971 2,931 2,931 0.8 %

Monumental RSN, LLC (c) (h) Media/Entertainment S+ 6.00 % ( 10.32 %), 9/20/2027

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.

6,458 6,367 6,458 1.7 %

Pie Buyer, Inc.

Odessa Technologies, Inc.

— ( 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.

11,178 10,972 11,178 2.9 %

Pie Buyer, Inc.

2,419 2,378 2,419 0.6 %

2 unchanged sentences

828 816 828 0.2 %

Pluralsight, LLC (c) (h) Software/Services L+ 8.00 % ( 11.83 %), 4/6/2027

Pie Buyer, Inc.

634 615 634 0.2 %

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

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

December 31, 2022

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Pluralsight, LLC (c) (h) Software/Services L+ 8.00 % ( 12.75 %), 4/6/2027

Pie Buyer, Inc.

346 336 346 0.1 %

Pluralsight, LLC (c) Software/Services L+ 8.00 % ( 12.75 %), 4/6/2027

Pluralsight, LLC (c) (h) Software/Services S+ 8.00 % ( 13.56 %), 4/6/2027

7,499 7,404 7,059 1.8 %

Point Broadband Acquisition, LLC (c) Telecom L+ 6.00 % ( 10.56 %), 10/2/2028

Pluralsight, LLC (c) (h) Software/Services S+ 8.00 % ( 13.56 %), 4/6/2027

2,680 2,642 2,523 0.7 %

Point Broadband Acquisition, LLC (c) (h) Telecom L+ 6.00 % ( 9.75 %), 10/2/2028

Pluralsight, LLC (c) (f) Software/Services S+ 8.00 % ( 13.56 %), 4/6/2027

496 489 458 0.1 %

Relativity Oda, LLC (c) (h) Software/Services L+ 7.50 % ( 11.89 %) PIK, 5/12/2027

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.

3,296 3,252 3,296 0.8 %

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)

Roadsafe Holdings, Inc.

4,315 $ 4,270 $ 4,315 1.1 %

RSC Acquisition, Inc.

2,161 2,161 2,161 0.6 %

2 unchanged sentences

6,780 6,751 6,780 1.7 %

Safe Fleet Holdings, LLC (c) (h) Industrials S+ 5.00 % ( 9.12 %), 2/23/2029

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.

7,598 7,479 7,598 2.0 %

Saturn SHC Buyer Holdings, Inc.

14,742 14,517 14,742 3.8 %

Saturn SHC Buyer Holdings, Inc.

— ( 52 ) — — %

SCIH Salt Holdings, Inc.

(h) Industrials L+ 4.00 % ( 8.42 %), 3/16/2027

(h) Industrials S+ 4.00 % ( 9.47 %), 3/16/2027

1,086 1,081 1,086 0.3 %

Sherlock Buyer Corp.

4,951 4,869 4,951 1.3 %

Sherlock Buyer Corp.

— ( 10 ) — — %

Sherlock Buyer Corp.

— ( 8 ) — — %

Simplifi Holdings, Inc.

15,805 15,557 15,568 4.0 %

Simplifi Holdings, Inc.

322 304 297 0.1 %

SitusAMC Holdings Corp.

6,341 6,298 6,341 1.6 %

2 unchanged sentences

585 578 546 0.1 %

Striper Buyer, LLC (c) (h) Paper & Packaging L+ 5.50 % ( 9.57 %), 12/30/2026

4,910 4,866 4,910 1.3 %

SunMed Group Holdings, LLC (c) (h) Healthcare L+ 5.75 % ( 10.48 %), 6/16/2028

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) Healthcare L+ 5.75 % ( 10.49 %), 6/16/2027

SunMed Group Holdings, LLC (c) (h) Healthcare S+ 5.50 % ( 10.96 %), 6/16/2028

3,825 3,778 3,768 1.0 %

Tecta America Corp.

(h) Industrials S+ 4.25 % ( 8.69 %), 4/10/2028

SunMed Group Holdings, LLC (c) (f) Healthcare S+ 5.50 %, 6/16/2027

— ( 3 ) ( 4 ) 0.0 %

1 unchanged sentence

17,102 16,825 16,846 4.3 %

The NPD Group, LP (c) Business Services S+ 5.75 % ( 10.07 %) 2.75 % PIK, 12/1/2027

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 L+ 4.00 % ( 8.35 %), 5/18/2028

Therapy Brands Holdings, LLC (c) (h) Healthcare S+ 4.00 % ( 9.47 %), 5/18/2028

1,792 1,786 1,792 0.5 %

3 unchanged sentences

Trinity Air Consultants Holdings Corp.

1,768 1,737 1,768 0.4 %

Trinity Air Consultants Holdings Corp.

8,788 8,678 8,788 2.3 %

Trinity Air Consultants Holdings Corp.

557 553 557 0.1 %

Trinity Air Consultants Holdings Corp.

— ( 10 ) — — %

Triple Lift, Inc.

2 unchanged sentences

Triple Lift, Inc.

534 513 478 0.1 %

US Oral Surgery Management Holdco, LLC (c) Healthcare L+ 5.50 % ( 10.72 %), 11/18/2027

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 %

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

1 unchanged sentence

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

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

December 31, 2023

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

US Oral Surgery Management Holdco, LLC (c) (h) Healthcare L+ 6.00 % ( 10.68 %), 11/18/2027

Portfolio Company (g) Industry Acquisition Date Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

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 L+ 5.50 % ( 9.17 %), 7/19/2028

US Salt Investors, LLC (c) (h) Chemicals S+ 5.50 % ( 11.00 %), 7/19/2028

8,489 8,362 8,330 2.1 %

US Salt Investors, LLC (c) (f) Chemicals S+ 5.50 %, 7/20/2026

— $ ( 11 ) $ ( 17 ) 0.0 %

Vensure Employer Services, Inc.

1 unchanged sentence

4,736 4,715 4,736 1.2 %

Vensure Employer Services, Inc.

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.

498 485 487 0.1 %

2 unchanged sentences

8,355 8,235 8,175 2.1 %

West Coast Dental Services, Inc.

941 926 917 0.2 %

Westwood Professional Services, Inc.

1,159 1,147 1,159 0.3 %

Westwood Professional Services, Inc.

3,642 3,601 3,642 0.9 %

Westwood Professional Services, Inc.

— ( 2 ) — — %

WHCG Purchaser III, Inc.

12,426 12,248 8,160 2.1 %

WHCG Purchaser III, Inc.

3,020 3,020 1,982 0.5 %

WHCG Purchaser III, Inc.

1,816 1,796 1,385 0.4 %

WIN Holdings III Corp.

12,513 12,335 12,513 3.2 %

WIN Holdings III Corp.

— ( 25 ) — — %

Zendesk, Inc.

21,769 21,572 21,394 5.5 %

Zendesk, Inc.

— ( 43 ) ( 91 ) 0.0 %

Zendesk, Inc.

— ( 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 L+ 7.25 % ( 11.63 %), 6/11/2029

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.

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.

6,080 6,044 5,885 1.5 %

Proofpoint, Inc.

(h) Software/Services L+ 6.25 % ( 10.99 %), 8/31/2029

(h) Software/Services S+ 6.25 % ( 11.72 %), 8/31/2029

3,380 3,367 3,405 0.9 %

RealPage, Inc.

(h) Software/Services L+ 6.50 % ( 10.88 %), 4/23/2029

5,445 5,374 5,214 1.4 %

Tecta America Corp.

(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 L+ 6.75 % ( 11.10 %), 5/18/2029

Therapy Brands Holdings, LLC (c) (h) Healthcare S+ 6.75 % ( 12.22 %), 5/18/2029

1,947 1,930 1,947 0.5 %

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)

TRC Cos, Inc.

7,045 $ 6,988 $ 6,742 1.7 %

USIC Holdings, Inc.

2,449 2,426 2,361 0.6 %

Victory Buyer, LLC (c) (h) Industrials L+ 7.00 % ( 11.35 %), 11/19/2029

Victory Buyer, LLC (c) (h) Industrials S+ 7.00 % ( 12.64 %), 11/19/2029

14,304 14,188 13,274 3.4 %

1 unchanged sentence

Subordinated Debt - 9.2 % (b)

Encina Equipment Finance, LLC (c) (k) Financials L+ 7.75 % ( 11.94 %), 12/31/2028

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 %

Encina Equipment Finance, LLC (c) (k) Financials L+ 7.75 % ( 11.94 %), 12/31/2028

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 %

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

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

December 31, 2022

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Equity/Other - 9.3 % (b) (d)

Center Phase Energy, LLC (c) (i) Utilities 1,680 $ 1,680 $ 1,742 0.5 %

Encina Equipment Finance, LLC (c) (i) (k) Financials 29,908,561 30,777 30,742 8.2 %

Center Phase Energy, LLC (c) (i) (l) Utilities 6/23/2022 1,680 $ 1,680 $ 1,742 0.5 %

Jakks Pacific, Inc.

Point Broadband Acquisition, LLC (c) (e) (i) Telecom 1,159,828 1,160 1,369 0.4 %

(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 %

10 unchanged sentences

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

(f) The Company has various unfunded commitments to portfolio companies.

Please refer to Note 6 - Commitments and Contingencies for details of these unfunded commitments.

(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 MS Credit Facility (as defined in Note 5).

(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 to London Interbank Offered Rate ("LIBOR" or "L"), Secured Overnight Financing Rate (“SOFR” or “S”), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually.

(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.

2 unchanged sentences

For floating rate securities, the all-in rate is disclosed within parentheses.

(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 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 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) The Company purchased the investment, pursuant to a repurchase agreement with a rate of 0.22 basis points per day with Macquarie US Trading LLC, dated December 5, 2022 due January 19, 2023.

(m) Unless otherwise indicated, all securities are restricted securities.

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

1 unchanged sentence

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

(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 Finanical Products Inc.

(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:

2 unchanged sentences

Healthcare $ 175,630 23.2 %

Software/Services 117,768 15.1 %

Financials 113,646 14.4 %

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 %

Utilities 30,486 3.9 %

Food & Beverage 34,777 4.6 %

Utilities 32,676 4.3 %

Consumer 22,533 3.0 %

Chemicals 16,073 2.1 %

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 %

3 unchanged sentences

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

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

December 31, 2022

Portfolio Company (f) (g) Industry Investment Coupon Rate/ Maturity (i) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Senior Secured First Lien Debt - 178.0 % (b)

9 unchanged sentences

5,756 5,667 5,649 1.5 %

ADCS Clinics Intermediate Holdings, LLC (c) Healthcare L+ 6.25 % ( 7.25 %), 5/7/2027

ADCS Clinics Intermediate Holdings, LLC (c) (h) Healthcare L+ 6.50 % ( 11.70 %), 5/7/2027

1,180 1,180 1,158 0.3 %

Alera Group Intermediate Holdings, Inc.

3,240 3,240 3,179 0.9 %

Alera Group Intermediate Holdings, Inc.

2,895 2,839 2,840 0.8 %

American Rock Salt Company, LLC (h) Chemicals L+ 4.00 % ( 8.38 %), 6/9/2028

2,039 2,034 1,912 0.5 %

Armada Parent, Inc.

2 unchanged sentences

Armada Parent, Inc.

20,162 19,818 19,838 5.3 %

American Rock Salt Company, LLC (h) Chemicals L+ 4.00 % ( 4.75 %), 6/9/2028

Avalara, Inc.

19,896 19,409 19,415 5.2 %

Aveanna Healthcare, LLC (a) (h) Healthcare L+ 3.75 % ( 4.25 %), 7/17/2028

Aveanna Healthcare, LLC (h) Healthcare L+ 3.75 % ( 7.77 %), 7/17/2028

5,961 5,937 4,560 1.2 %

Aventine Holdings, LLC (c) (m) Media/Entertainment 10.25 %, 6/18/2027

Aventine Holdings, LLC (c) (h) Media/Entertainment L+ 6.00 % ( 10.38 %) 4.00 % PIK, 6/18/2027

4,356 4,356 4,299 1.2 %

Aventine Holdings, LLC (c) (n) Media/Entertainment L+ 6.00 % ( 6.75 %), 6/18/2027

Aventine Holdings, LLC (c) Media/Entertainment 10.25 % PIK, 6/18/2027

11,270 11,052 11,028 3.0 %

Aventine Holdings, LLC (c) (h) Media/Entertainment L+ 6.00 % ( 10.38 %) 4.00 % PIK, 6/18/2027

11,916 11,715 11,760 3.2 %

BCPE Oceandrive Buyer, Inc.

786 786 759 0.2 %

Chudy Group, LLC (c) (h) Healthcare L+ 5.75 % ( 6.75 %), 6/30/2027

BCPE Oceandrive Buyer, Inc.

1,547 1,547 1,495 0.4 %

Cobblestone Intermediate Holdco, LLC (c) Consumer L+ 5.50 % ( 6.25 %), 1/29/2026

BCPE Oceandrive Buyer, Inc.

9,286 9,100 8,969 2.4 %

Cobblestone Intermediate Holdco, LLC (c) (h) Consumer L+ 5.25 % ( 6.25 %), 1/29/2026

BCPE Oceandrive Buyer, Inc.

1,559 1,559 1,506 0.4 %

Communication Technology Intermediate, LLC (c) Business Services L+ 5.75 % ( 6.75 %), 5/5/2027

Center Phase Energy, LLC (c) (h) Utilities S+ 7.00 % ( 11.98 %), 6/23/2027

11,809 11,591 11,597 3.1 %

1 unchanged sentence

7,554 7,417 7,554 2.0 %

Communication Technology Intermediate, LLC (c) (h) Business Services L+ 5.50 % ( 9.88 %), 5/5/2027

2,628 2,628 2,628 0.7 %

Communication Technology Intermediate, LLC (c) Business Services L+ 5.50 % ( 9.88 %), 5/5/2027

86 86 86 0.0 %

Community Brands ParentCo, LLC (c) (h) Software/Services S+ 5.75 % ( 10.17 %), 2/24/2028

9,152 8,987 8,987 2.4 %

Coronis Health, LLC (c) (h) Healthcare S+ 6.25 % ( 10.57 %), 7/27/2029

24,299 23,809 23,833 6.4 %

Division Holding Corp.

1 unchanged sentence

3,742 3,709 3,643 1.0 %

FGT Purchaser, LLC (c) (h) Consumer L+ 5.50 % ( 6.50 %), 9/13/2027

Eliassen Group, LLC (c) Business Services S+ 5.50 % ( 8.88 %), 4/14/2028

217 217 215 0.1 %

Eliassen Group, LLC (c) (h) Business Services S+ 5.50 % ( 10.08 %), 4/14/2028

5,738 5,685 5,687 1.5 %

Faraday Buyer, LLC (c) (h) Utilities S+ 7.00 % ( 11.32 %), 10/11/2028

12,902 12,521 12,529 3.4 %

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)

December 31, 2022

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

FGT Purchaser, LLC (c) (h) Consumer S+ 5.50 % ( 10.18 %), 9/13/2027

9,658 $ 9,496 $ 9,658 2.6 %

FGT Purchaser, LLC (c) Consumer L+ 5.50 % ( 10.18 %), 9/13/2027

371 371 371 0.1 %

Florida Food Products, LLC (h) Food & Beverage L+ 5.00 % ( 5.75 %), 10/18/2028

First Eagle Holdings, Inc.

13,860 13,471 13,483 3.6 %

Florida Food Products, LLC (c) (h) Food & Beverage L+ 5.00 % ( 9.38 %), 10/18/2028

12,633 12,413 11,938 3.2 %

FR Flow Control Luxco 1 Sarl (c) (h) Industrials S+ 5.50 % ( 9.94 %), 6/28/2026

4,462 4,422 4,462 1.2 %

Galway Borrower, LLC (c) (h) Financials L+ 5.25 % ( 9.98 %), 9/29/2028

13,541 13,355 13,304 3.6 %

Gogo Intermediate Holdings, LLC (a) (h) Telecom L+ 3.75 % ( 4.50 %), 4/28/2028

Geosyntec Consultants, Inc.

11,523 11,332 11,340 3.0 %

Gordian Medical, Inc.

(h) Healthcare L+ 6.25 % ( 7.00 %), 1/31/2027

4,405 4,314 4,057 1.1 %

Green Energy Partners/Stonewall, LLC Utilities L+ 6.00 % ( 6.50 %), 11/12/2026

Green Energy Partners/Stonewall, LLC (c) (h) Utilities L+ 6.00 % ( 10.73 %), 11/12/2026

4,618 4,543 4,618 1.2 %

1 unchanged sentence

8,018 7,880 7,945 2.1 %

IG Investments Holdings, LLC (c) (h) Business Services L+ 6.00 % ( 10.38 %), 9/22/2028

145 143 143 0.0 %

IG Investments Holdings, LLC (c) Business Services L+ 6.00 % ( 10.39 %), 9/22/2027

253 253 250 0.1 %

Indigo Buyer, Inc.

8,981 8,814 8,819 2.4 %

Indigo Buyer, Inc.

256 256 251 0.1 %

IQN Holding Corp.

95 95 94 0.0 %

IQN Holding Corp.

5,460 5,410 5,412 1.5 %

Kissner Milling Co., Ltd.

2 unchanged sentences

Knowledge Pro Buyer, Inc.

1,052 1,052 1,034 0.3 %

Knowledge Pro Buyer, Inc.

11,121 10,936 10,926 2.9 %

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

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

December 31, 2021

Portfolio Company (f) (g) Industry Investment Coupon Rate/ Maturity (i) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Liquid Tech Solutions Holdings, LLC (c) (h) Industrials L+ 4.75 % ( 5.50 %), 3/20/2028

Liquid Tech Solutions Holdings, LLC (h) Industrials L+ 4.75 % ( 8.92 %), 3/20/2028

5,452 5,431 5,153 1.4 %

1 unchanged sentence

3,001 3,001 2,960 0.8 %

Medical Management Resource Group, LLC (c) (h) Healthcare L+ 5.75 % ( 10.17 %), 9/30/2027

7,267 7,147 7,169 1.9 %

Mirra-Primeaccess Holdings, LLC (c) (h) Healthcare L+ 6.50 % ( 10.88 %), 7/29/2026

21,394 21,054 21,394 5.8 %

Mirra-Primeaccess Holdings, LLC (c) Healthcare L+ 6.50 % ( 10.57 %), 7/29/2026

1,286 1,286 1,286 0.3 %

Monumental RSN, LLC (c) (h) Media/Entertainment S+ 6.00 % ( 10.32 %), 9/20/2027

13,645 13,512 13,781 3.7 %

Odessa Technologies, Inc.

5 unchanged sentences

Pie Buyer, Inc.

2,443 2,443 2,443 0.7 %

Pilot Air Freight, LLC (c) Transportation L+ 5.25 % ( 6.25 %), 7/25/2024

Pie Buyer, Inc.

185 185 185 0.0 %

Pilot Air Freight, LLC (c) (h) Transportation L+ 5.25 % ( 6.25 %), 7/25/2024

Pie Buyer, Inc.

837 822 837 0.2 %

3 unchanged sentences

2,680 2,635 2,636 0.7 %

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, 2022

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Pluralsight, LLC (c) Software/Services L+ 8.00 % ( 12.75 %), 4/6/2027

319 $ 319 $ 314 0.1 %

Point Broadband Acquisition, LLC (c) Telecom L+ 6.00 % ( 10.56 %), 10/2/2028

1,733 1,733 1,697 0.5 %

Point Broadband Acquisition, LLC (c) (h) Telecom L+ 6.00 % ( 9.75 %), 10/2/2028

9 unchanged sentences

RSC Acquisition, Inc.

638 638 638 0.2 %

RSC Acquisition, Inc.

6,850 6,844 6,850 1.8 %

RSC Acquisition, Inc.

Safe Fleet Holdings, LLC (c) (h) Industrials S+ 5.00 % ( 9.12 %), 2/23/2029

6,038 5,863 5,856 1.6 %

3 unchanged sentences

Saturn SHC Buyer Holdings, Inc.

14,893 14,631 14,893 4.0 %

12 unchanged sentences

Skillsoft Corp.

(a) (h) Technology L+ 4.75 % ( 5.50 %), 7/14/2028

(h) Technology S+ 5.25 % ( 9.58 %), 7/14/2028

591 583 490 0.1 %

6 unchanged sentences

Tecta America Corp.

(h) Industrials L+ 4.25 % ( 5.00 %), 4/6/2028

(h) Industrials S+ 4.25 % ( 8.69 %), 4/10/2028

3,861 3,830 3,697 1.0 %

The NPD Group, LP (c) (h) Business Services S+ 5.75 % ( 10.07 %) 2.75 % PIK, 12/1/2028

16,786 16,466 16,472 4.4 %

The NPD Group, LP (c) Business Services S+ 5.75 % ( 10.07 %) 2.75 % PIK, 12/1/2027

113 113 111 0.0 %

Therapy Brands Holdings, LLC (c) (h) Healthcare L+ 4.00 % ( 8.35 %), 5/18/2028

1,811 1,805 1,811 0.5 %

Tivity Health, Inc.

32,102 31,346 31,357 8.4 %

Trinity Air Consultants Holdings Corp.

2 unchanged sentences

Trinity Air Consultants Holdings Corp.

8,788 8,653 8,656 2.3 %

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

FRANKLIN BSP CAPITAL CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

December 31, 2021

Portfolio Company (f) (g) Industry Investment Coupon Rate/ Maturity (i) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Triple Lift, Inc.

9,705 $ 9,522 $ 9,705 4.1 %

TSL Engineered Products, LLC (c) (h) Industrials L+ 4.75 % ( 5.50 %), 1/7/2028

11,934 11,734 11,731 3.1 %

US Oral Surgery Management Holdco, LLC (c) (h) Healthcare L+ 5.50 % ( 6.25 %), 11/18/2027

Triple Lift, Inc.

534 534 525 0.1 %

1 unchanged sentence

1,591 1,591 1,575 0.4 %

US Oral Surgery Management Holdco, LLC (c) (h) Healthcare L+ 6.00 % ( 10.68 %), 11/18/2027

5,495 5,385 5,440 1.5 %

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, 2022

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

US Salt Investors, LLC (c) (h) Chemicals L+ 5.50 % ( 9.17 %), 7/19/2028

1 unchanged sentence

Vensure Employer Services, Inc.

4,784 4,757 4,784 1.3 %

Westwood Professional Services, Inc.

Victors CCC Buyer, LLC (c) (h) Business Services S+ 5.75 % ( 10.69 %), 6/1/2029

7,238 7,101 7,105 1.9 %

West Coast Dental Services, Inc.

109 109 107 0.0 %

West Coast Dental Services, Inc.

8,440 8,300 8,305 2.2 %

Westwood Professional Services, Inc.

1 unchanged sentence

433 433 433 0.1 %

Westwood Professional Services, Inc.

3,679 3,624 3,679 1.0 %

WHCG Purchaser III, Inc.

10 unchanged sentences

13,430 13,204 13,218 3.6 %

WIN Holdings III Corp.

Zendesk, Inc.

21,216 20,792 20,800 5.6 %

1 unchanged sentence

Senior Secured Second Lien Debt - 14.5 % (b)

American Rock Salt Company, LLC (h) Chemicals L+ 7.25 % ( 8.00 %), 6/11/2029

American Rock Salt Company, LLC (c) (h) Chemicals L+ 7.25 % ( 11.63 %), 6/11/2029

6,010 $ 5,950 $ 5,746 1.5 %

Asp Ls Acquisition Corp.

(h) Transportation L+ 7.50 % ( 8.25 %), 4/30/2029

4,275 4,263 3,533 0.9 %

Corelogic, Inc.

(h) Business Services L+ 6.50 % ( 7.00 %), 6/4/2029

4,645 4,603 3,976 1.1 %

3 unchanged sentences

Proofpoint, Inc.

(h) Software/Services L+ 6.25 % ( 10.99 %), 8/31/2029

3,380 3,367 3,234 0.9 %

RealPage, Inc.

(h) Software/Services L+ 6.50 % ( 10.88 %), 4/23/2029

5,445 5,374 5,214 1.4 %

Tecta America Corp.

2,155 2,104 2,110 0.6 %

7 unchanged sentences

2,449 2,426 2,361 0.6 %

Victory Buyer, LLC (c) Industrials L+ 7.00 % ( 7.50 %), 11/15/2029

Victory Buyer, LLC (c) (h) Industrials L+ 7.00 % ( 11.35 %), 11/19/2029

14,304 14,174 13,274 3.6 %

1 unchanged sentence

Subordinated Debt- 8.5 % (b)

Encina Equipment Finance, LLC (c) (k) Financials L+ 7.75 % ( 9.00 %), 12/31/2028

Post Road Equipment Finance, LLC (c) (k) Financials L+ 7.75 % ( 11.94 %), 12/31/2028

6,914 $ 6,914 $ 6,914 1.9 %

Post Road Equipment Finance, LLC (c) (k) Financials L+ 7.75 % ( 11.94 %), 12/31/2028

24,500 24,422 24,500 6.6 %

Subtotal Subordinated Debt $ 31,336 $ 31,414 8.5 %

Equity/Other - 13.5 % (b) (d)

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

1 unchanged sentence

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

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

December 31, 2022

Portfolio Company (f) (g) Industry Investment Coupon Rate/ Maturity (i) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Encina Equipment Finance, LLC (c) (e) (k) Financials 29,908,561 $ 30,742 $ 30,742 13.0 %

Portfolio Company (f) (g) (m) Industry Investment Coupon Rate/ Maturity (j) Principal/ Numbers of Shares Amortized Cost Fair Value % of Net Assets (b)

Equity/Other - 9.1 % (b) (d)

Center Phase Energy, LLC (c) (i) Utilities 1,680 $ 1,680 $ 1,742 0.5 %

Jakks Pacific, Inc.

Point Broadband Acquisition, LLC (c) (e) Telecom 954,667 955 955 0.4 %

Point Broadband Acquisition, LLC (c) (e) (i) Telecom 1,159,828 1,160 1,369 0.4 %

Post Road Equipment Finance, LLC (c) (i) (k) Financials 29,908,561 30,777 30,742 8.2 %

Subtotal Equity/Other $ 33,635 $ 33,969 9.1 %

12 unchanged sentences

Please refer to Note 6 - Commitments and Contingencies for details of these unfunded commitments.

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

(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 MS Credit Facility (as defined in Note 5 ).

(i) The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L") or Prime ("P") and which reset daily, monthly, quarterly, or semiannually.

For each, the Company has provided the spread over LIBOR or Prime and the current interest rate in effect at December 31, 2021.

Certain investments are subject to a LIBOR or Prime interest rate floor.

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

For each, the Company has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2022.

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 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 voting securities and “affiliated” when the Company owns 5% or more of a portfolio company’s voting securities.

The Company classifies this investment as “affiliated”.

(k) The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company.

The Company classifies this investment as “controlled”.

(l) The Company purchased the investment, pursuant to a repurchase agreement with a rate of 0.8 basis points per day with Macquarie US Trading LLC, dated December 30, 2021, due February 28, 2022.

(m) The Company purchased the investment, pursuant to a repurchase agreement with a rate of 0.8 basis points per day with Macquarie US Trading LLC, dated December 22, 2021, due February 18, 2022.

(n) The Company purchased the investment, pursuant to a repurchase agreement with a rate of 0.8 basis points per day with Macquarie US Trading LLC, dated December 22, 2021, due February 18, 2022.

(o) The Company purchased the investment, pursuant to a repurchase agreement with a rate of 0.8 basis points per day with Macquarie US Trading LLC, dated December 10, 2021, due February 08, 2022.

(l) The Company purchased the investment, pursuant to a repurchase agreement with a rate of 0.22 basis points per day with Macquarie US Trading LLC, dated December 5, 2022 due January 19, 2023.

(m) Unless otherwise indicated, all securities are restricted securities.

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

1 unchanged sentence

CONSOLIDATED SCHEDULES OF INVESTMENTS

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

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

December 31, 2022

3 unchanged sentences

Healthcare $ 185,426 23.7 %

Software/Services 117,768 15.1 %

Financials 113,646 14.4 %

1 unchanged sentence

Industrials 71,302 9.1 %

Software/Services 61,346 11.9 %

Media/Entertainment 56,568 7.2 %

Consumer 29,945 5.8 %

Utilities 30,486 3.9 %

Food & Beverage 26,696 3.4 %

Consumer 23,363 3.0 %

Chemicals 16,073 2.1 %

Paper & Packaging 13,980 1.8 %

Telecom 11,595 1.5 %

Transportation 3,533 0.5 %

Paper & Packaging 4,960 1.0 %

Utilities 4,614 0.9 %

Technology 490 0.1 %

25 unchanged sentences

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 that, subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), Merger Sub will be 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 will merge with and into the Company (together with the Merger, the "Mergers"), with the Company continuing as the surviving company.

See Note 16 - Subsequent Events for additional information about the Mergers.

FRANKLIN BSP CAPITAL CORPORATION

5 unchanged sentences

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 (“GAAP”).

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

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.

2 unchanged sentences

The Company consolidates the following subsidiaries for accounting purposes:

FBCC Lending I, LLC, and FBCC EEF Holdings LLC.

FBCC Lending I, LLC, FBCC EEF Holdings LLC and FBCC Jupiter Funding, LLC.

All intercompany balances and transactions have been eliminated in consolidation.

2 unchanged sentences

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements.

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.

36 unchanged sentences

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, in accordance with Section 2(a)(9) of the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company.

Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company.

Any person who does not so own more than 25% of the 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 voting securities.

In addition, in accordance with Section 2(a)(9) of the 1940 Act, 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 shall be presumed to control such company.

Any person who does not so own more than 25% of the outstanding voting securities of any company shall be presumed not to control such company.

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 and Cash Equivalents

Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account.

Cash and cash equivalents are carried at cost which approximates fair value.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

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

7 unchanged sentences

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 years ended December 31, 2022 and 2021, and for the period ended December 31, 2020, there were no reimbursements from the Adviser.

For the years ended December 31, 2023, 2022, and 2021, 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.

16 unchanged sentences

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 13 - Income Tax Information and Distributions to Stockholders for additional information.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

The Company has not established limits on the amount of funds it may use from available sources to make distributions.

See Note 13 - Income Tax Information and Distributions to Stockholders for additional information.

Revenue Recognition

22 unchanged sentences

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.

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 “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.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

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 its “investment company taxable income”, as defined in the Code, and determined without regard to any deduction for dividends paid.

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.

19 unchanged sentences

Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s investment portfolio at December 31, 2023 and 2022 may differ materially from values that would have been used had a ready market for the securities existed.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the Board of Directors.

6 unchanged sentences

If determined readily available, the Company 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 year ended December 31, 2022

Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate.

18 unchanged sentences

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 year ended December 31, 2023

The following table presents fair value measurements of investments, by major class, as of December 31, 2022, according to the fair value hierarchy:

6 unchanged sentences

Total $ — $ 35,348 $ 747,032 $ 782,380

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

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:

12 unchanged sentences

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 year ended December 31, 2023

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, 2022:

8 unchanged sentences

Balance as of December 31, 2022 $ 636,074 $ 45,575 $ 31,414 $ 33,969 $ 747,032

Net change in unrealized appreciation for the period relating to those Level 3 assets that were still held by the Company at the end of the period:

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:

$ ( 1,978 ) $ ( 3,197 ) $ 78 $ 230 $ ( 4,867 )

For the year ended December 31, 2021, there were no transfers between levels of the fair value hierarchy.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

For the year ended December 31, 2022, 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, 2022, transfers from Level 3 to Level 2 were due to an increase in the number of observable market inputs.

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

19 unchanged sentences

The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

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 N/A N/A N/A N/A

Senior Secured First Lien Debt (b)

2,769 Waterfall Analysis EBITDA Multiple 6.00 x 6.00 x 6.00 x

Senior Secured Second Lien Debt 39,153 Yield Analysis Market Yield 13.35 % 20.50 % 14.95 %

9 unchanged sentences

(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 year ended December 31, 2022

The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of December 31, 2022.

2 unchanged sentences

Senior Secured First Lien Debt $ 636,074 Yield Analysis Market Yield 8.57 % 13.33 % 10.57 %

Senior Secured First Lien Debt (c)

$ 98,540 N/A N/A N/A N/A N/A

Senior Secured First Lien Debt $ 41,115 Yield Analysis Market Yield 5.60 % 8.78 % 7.19 %

Senior Secured Second Lien Debt (c)

$ 21,136 N/A N/A N/A N/A N/A

Senior Secured Second Lien Debt 45,575 Yield Analysis Market Yield 12.20 % 19.80 % 14.82 %

Senior Secured Second Lien Debt $ 9,655 Yield Analysis Market Yield 8.03 % 10.67 % 8.77 %

Subordinated Debt (b)(c)

$ 24,412 N/A N/A N/A N/A N/A

Equity/Other (c)

$ 31,697 N/A N/A N/A N/A N/A

Subordinated Debt 31,414 Waterfall Analysis Tangible Net Asset Value Multiple 1.87 x 1.87 x 1.87 x

Equity/Other (b)

30,742 Waterfall Analysis Tangible Net Asset Value Multiple 1.87 x 1.87 x 1.87 x

Equity/Other 3,111 Waterfall Analysis EBITDA Multiple 14.25 x 20.75 x 17.11 x

Equity/Other (b)

116 Yield Analysis Market Yield 13.00 % 13.00 % 13.00 %

3 unchanged sentences

(b) This asset category contains one investment.

Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement.

1 unchanged sentence

Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable 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 year ended December 31, 2023

The income and market approaches were used in the determination of fair value of certain Level 3 assets as of December 31, 2023 and 2022.

11 unchanged sentences

Refer to Note 2 - Summary of Significant Accounting Policies - for additional details regarding the Company’s non-accrual policy.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

Note 4 - Related Party Transactions

1 unchanged sentence

The Company entered into an Investment Advisory Agreement with the Adviser pursuant to which the Adviser, subject to the overall supervision of the Company’s Board of Directors, manages the day-to-day operations of, and provides investment advisory services to the Company.

The Investment Advisory Agreement was approved by the Board of Directors and the sole stockholder for a two year term on September 23, 2020.

The Board of Directors renewed the Investment Advisory Agreement on January 30, 2023.

The Investment Advisory Agreement was approved by the Board of Directors and the sole stockholder for an initial two year term on September 23, 2020.

The Board of Directors most recently renewed the Investment Advisory Agreement on January 30, 2023.

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

1 unchanged sentence

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 a liquidity event, the Management Fee payable under the Investment Advisory Agreement will be calculated at an annual rate of 0.5 % of the Company’s average gross assets.

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:

2 unchanged sentences

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 year ended December 31, 2023

As of December 31, 2023 and 2022, $ 1.1 million and $ 1.0 million was payable to the Adviser for Management Fees, respectively.

For the years ended December 31, 2022 and 2021, and for the period ended December 31, 2020, the Company incurred $ 3.4 million, $ 1.1 million, and $ 0 , respectively, in Management Fees under the Investment Advisory Agreement.

For the years ended December 31, 2023, 2022, and 2021, the Company incurred $ 4.2 million, $ 3.4 million, and $ 1.1 million, respectively, in Management Fees under the Investment Advisory Agreement.

Incentive Fee

3 unchanged sentences

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.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

“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).

10 unchanged sentences

• 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;

• 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.

For the years ended December 31, 2022 and 2021, and for the period ended December 31, 2020, the Company incurred $ 4.7 million, $ 0.7 million, and $ 0 , respectively, in incentive fees on income, none of which was payable to the Adviser under the Investment Advisory Agreement.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Adviser.

For the years ended December 31, 2023, 2022, and 2021, the Company incurred $ 7.7 million, $ 4.7 million, and $ 0.7 million, respectively, in incentive fees on income, none of which was payable to the Adviser under the Investment Advisory Agreement.

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).

7 unchanged sentences

GAAP, does not necessarily represent amounts that will be payable under the Investment Advisory Agreement.

For the years ended December 31, 2022 and 2021 and for the period ended December 31, 2020, the Company accrued $( 0.4 ) million, $ 0.4 million, and $ 0 , respectively, in incentive fees on capital gains in accordance with U.S.

For the years ended December 31, 2023, 2022, and 2021, the Company accrued $ 0 , $( 0.4 ) million, and $ 0.4 million, respectively, in incentive fees on capital gains in accordance with U.S.

GAAP, none of which was payable to the Adviser under the Investment Advisory Agreement.

1 unchanged sentence

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.

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 December 31, 2023 and 2022, $ 1.2 million and $ 0.8 million was payable to BSP under the Administration Agreement, respectively.

For the years ended December 31, 2022 and 2021, and for the period ended December 31, 2020, the Company incurred $ 0.8 million, $ 0.7 million, and $ 0 , 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.

Due to Related Party

As of December 31, 2022 and 2021, $ 0 and $ 1.7 million of payables to Affiliated Funds or the Adviser were included within other liabilities on the consolidated statements of assets and liabilities.

For the years ended December 31, 2023, 2022, and 2021, the Company incurred $ 1.2 million, $ 0.8 million, and $ 0.7 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.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

Co-Investment Relief

The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC.

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 December 31, 2023, the aggregate principal amount outstanding of the senior securities issued by the Company was $ 399.5 million and the Company’s asset coverage was 197 %.

MS Credit Facility

15 unchanged sentences

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 %.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

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 MS Credit Facility was refinanced with 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.

MS Subscription Facility

12 unchanged sentences

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 with 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.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

The following table represents facility 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

MS Credit Facility 3/15/2025 $ 400,000 $ 356,500 $ ( 2,222 ) $ 354,278

MS Subscription Facility 4/21/2023 25,500 25,400 ( 98 ) 25,302

JPM Credit Facility 10/4/2027 $ 400,000 $ 322,000 $ ( 2,082 ) $ 319,918

Total $ 400,000 $ 322,000 $ ( 2,082 ) $ 319,918

7 unchanged sentences

The maximum debt outstanding for facility borrowings for the years ended December 31, 2023 and 2022 was $ 381.9 million and $ 426.9 million, 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 year ended December 31, 2022

Short-term Borrowings

3 unchanged sentences

The Company uses repurchase agreements as a short-term financing alternative.

As of December 31, 2022 and 2021, the Company had short-term borrowings outstanding of $ 20.8 million and $ 41.3 million, respectively.

For the years ended December 31, 2022 and 2021, and for the period ended December 31, 2020, the Company recorded interest expense of $ 2.2 million, $ 0.1 million, and $ 0 , respectively, in connection with short-term borrowings.

As of December 31, 2023 and 2022, the Company had short-term borrowings outstanding of $ 0 and $ 20.8 million, respectively.

For the years ended December 31, 2023, 2022, and 2021, the Company recorded interest expense of $ 1.7 million, $ 2.2 million, and $ 0.1 million, respectively, in connection with short-term borrowings.

For the period January 1, 2023 through August 14, 2023 (period for which the Company had short-term borrowings), the Company had an average outstanding balance of short-term borrowings of $ 32.7 million and bore interest at a weighted average rate of 0.02 %.

For the year ended December 31, 2022, the Company had an average outstanding balance of short-term borrowings of $ 44.0 million and bore interest at a weighted average rate of 0.01 %.

For the period October 29, 2021 through December 31, 2021 (period for which the Company had short-term borrowings), the Company had an average outstanding balance of short-term borrowings of $ 19.3 million and bore interest at a weighted average rate of 0.01 %.

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.

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.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

As of 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 December 31, 2023 and December 31, 2022, the Company had secured borrowings outstanding of $ 33.3 million and $ 0 , respectively.

For the years ended December 31, 2023, 2022, and 2021 the Company recorded interest expense of $ 0.8 million, $ 0 , and $ 0 , respectively, in connection with secured borrowings.

For the period August 21, 2023 through December 31, 2023, the Company had an average outstanding balance of secured borrowings of $ 30.5 million and bore interest at a weighted average rate of 8.98 %.

The following table represents interest and debt fees for the year ended December 31, 2023:

6 unchanged sentences

0.30 % 404 98 11

JPM Credit Facility S + 2.75 %

0.75 % 6,405 129 319

Short-term borrowings 1,692 — —

Secured borrowings S + 3.60 %

Total $ 28,706 $ 1,031 $ 1,412

1 unchanged sentence

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

(3) From January 1, 2023 to October 4, 2023, the MS Credit Facility bore interest at a rate of Term SOFR, plus a spread of 2.25 % per annum.

(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 a spread of 2.10 % per annum.

(5) Amount presented represents activity prior to refinancing on October 4, 2023.

(6) Amount presented represents activity prior to termination on March 29, 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 year ended December 31, 2023

The following table represents interest and debt fees for the year ended December 31, 2022:

Year Ended December 31, 2022

Interest Rate Non-Usage Rate Interest Expense Deferred Financing Costs (1)

Other Fees (2)

MS Credit Facility (3)

0.50 % $ 10,908 $ 894 $ 1,398

MS Subscription Facility (4)

0.30 % 1,781 295 —

Short-term borrowings 2,191 — —

Total $ 14,880 $ 1,189 $ 1,398

(1) Amortization of deferred financing costs.

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

(3) From January 1, 2022 through January 30, 2022, the MS Credit Facility had an interest rate priced at three-month LIBOR, with a LIBOR floor of zero , plus a spread of 2.25 %.

3 unchanged sentences

(4) From January 1, 2022 through April 19, 2022 the MS Subscription Facility bore interest at a rate of Adjusted LIBOR for the applicable interest period plus 2.00 % per annum.

From April 20, 2022 through December 31, 2022 bears interest at a rate of Term SOFR with a one-month Interest Period plus 2.10 % per annum.

From April 20, 2022 through December 31, 2022 bore interest at a rate of Term SOFR with a one-month Interest Period plus 2.10 % per annum.

The following table represents interest and debt fees for the year ended December 31, 2021:

10 unchanged sentences

(2) Includes non-usage fees and custody fees.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

As of December 31, 2020 and during the period then ended, the Company did not have any borrowings.

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, and short-term borrowings approximate their carrying value on the accompanying consolidated statements of assets and liabilities due to their short-term nature.

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 December 31, 2023, the carrying amount of the Company's secured borrowings approximated their fair value.

2 unchanged sentences

As of December 31, 2023 and 2022, 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 year ended December 31, 2023

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 December 31, 2023 Fair Value as of December 31, 2023

MS Credit Facility 3 $ 356,500 $ 356,500

MS Subscription Facility 3 25,400 25,400

JPM Credit Facility 3 $ 322,000 $ 322,000

Total $ 322,000 $ 322,000

10 unchanged sentences

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

ADCS Clinics Intermediate Holdings, LLC Senior Secured First Lien Debt Delayed Draw $ 1,513 $ 333

ADCS Clinics Intermediate Holdings, LLC Senior Secured First Lien Debt Delayed Draw 1,246 1,246

ADCS Clinics Intermediate Holdings, LLC Senior Secured First Lien Debt Revolver $ 533 $ 533

1 unchanged sentence

Senior Secured First Lien Debt Delayed Draw 1,637 1,637

Alera Group Intermediate Holdings, Inc.

Senior Secured First Lien Debt Delayed Draw 5,745 740

Armada Parent, Inc.

4 unchanged sentences

Senior Secured First Lien Debt Revolver 1,990 1,990

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

Aventine Holdings, LLC Senior Secured First Lien Debt Delayed Draw $ 4,722 $ 366

BCPE Oceandrive Buyer, Inc.

Senior Secured First Lien Debt Delayed Draw 5,194 4,408

Center Phase Energy, LLC Senior Secured First Lien Debt Revolver 6,593 6,593

2 unchanged sentences

Community Brands ParentCo, LLC Senior Secured First Lien Debt Revolver 542 542

Coronis Health, LLC Senior Secured First Lien Debt Revolver 1,968 1,968

Demakes Borrower, LLC Senior Secured First Lien Debt Delayed Draw 1,323 1,323

Eliassen Group, LLC Senior Secured First Lien Debt Delayed Draw 1,450 995

Encina Equipment Finance, LLC Subordinated Debt Delayed Draw 11,000 4,086

Faraday Buyer, LLC Senior Secured First Lien Debt Delayed Draw 1,851 1,851

FGT Purchaser, LLC Senior Secured First Lien Debt Revolver 976 634

Galway Borrower, LLC Senior Secured First Lien Debt Delayed Draw 125 125

Galway Borrower, LLC Senior Secured First Lien Debt Revolver 861 861

6 unchanged sentences

Indigo Buyer, Inc.

Senior Secured First Lien Debt Delayed Draw 3,841 3,841

Indigo Buyer, Inc.

Senior Secured First Lien Debt Revolver 1,536 922

1 unchanged sentence

Senior Secured First Lien Debt Delayed Draw 660 660

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

IQN Holding Corp.

6 unchanged sentences

Mirra-Primeaccess Holdings, LLC Senior Secured First Lien Debt Revolver 3,429 2,572

Monumental RSN, LLC Senior Secured First Lien Debt Revolver 1,590 1,590

Odessa Technologies, Inc.

Senior Secured First Lien Debt Delayed Draw 1,217 1,217

Odessa Technologies, Inc.

Senior Secured First Lien Debt Revolver 1,704 1,704

PetVet Care Centers, LLC Senior Secured First Lien Debt Delayed Draw 1,057 1,057

PetVet Care Centers, LLC Senior Secured First Lien Debt Revolver 1,057 1,057

Pie Buyer, Inc.

3 unchanged sentences

Pluralsight, LLC Senior Secured First Lien Debt Revolver 638 142

Point Broadband Acquisition, LLC Senior Secured First Lien Debt Delayed Draw 3,663 1,930

Relativity Oda, LLC Senior Secured First Lien Debt Revolver 196 196

Roadsafe Holdings, Inc.

Senior Secured First Lien Debt Delayed Draw 4,357 1,437

RSC Acquisition, Inc.

Senior Secured First Lien Debt Delayed Draw 2,179 1,541

Saturn SHC Buyer Holdings, Inc.

10 unchanged sentences

Senior Secured First Lien Debt Delayed Draw 1,232 675

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

Trinity Air Consultants Holdings Corp.

2 unchanged sentences

Senior Secured First Lien Debt Revolver 1,393 859

US Oral Surgery Management Holdco, LLC Senior Secured First Lien Debt Delayed Draw 2,176 585

US Oral Surgery Management Holdco, LLC Senior Secured First Lien Debt Delayed Draw 1,896 1,896

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

1 unchanged sentence

West Coast Dental Services, Inc.

Senior Secured First Lien Debt Delayed Draw 1,448 1,448

West Coast Dental Services, Inc.

Senior Secured First Lien Debt Revolver 1,087 145

Westwood Professional Services, Inc.

Senior Secured First Lien Debt Delayed Draw 1,299 866

Westwood Professional Services, Inc.

Senior Secured First Lien Debt Revolver 162 162

WHCG Purchaser III, Inc.

Senior Secured First Lien Debt Delayed Draw 5,886 2,836

WHCG Purchaser III, Inc.

Senior Secured First Lien Debt Revolver 1,821 5

9 unchanged sentences

ADCS Clinics Intermediate Holdings, LLC Senior Secured First Lien Debt Delayed Draw $ 1,513 $ 333

ADCS Clinics Intermediate Holdings, LLC Senior Secured First Lien Debt Delayed Draw 1,246 1,246

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

ADCS Clinics Intermediate Holdings, LLC Senior Secured First Lien Debt Revolver $ 533 $ 533

Alera Group Intermediate Holdings, Inc.

Senior Secured First Lien Debt Delayed Draw 5,793 2,552

Armada Parent, Inc.

2 unchanged sentences

Senior Secured First Lien Debt Revolver 2,444 2,444

Aveanna Healthcare, LLC Senior Secured First Lien Debt Delayed Draw 1,312 1,312

Avalara, Inc.

Senior Secured First Lien Debt Revolver 1,990 1,990

Aventine Holdings, LLC Senior Secured First Lien Debt Delayed Draw 4,722 366

1 unchanged sentence

Senior Secured First Lien Debt Delayed Draw 5,194 4,408

BCPE Oceandrive Buyer, Inc.

Senior Secured First Lien Debt Delayed Draw 1,559 1,559

BCPE Oceandrive Buyer, Inc.

Senior Secured First Lien Debt Revolver 1,559 1,559

Chudy Group, LLC Senior Secured First Lien Debt Delayed Draw 1,484 1,484

Chudy Group, LLC Senior Secured First Lien Debt Revolver 371 371

Cobblestone Intermediate Holdco, LLC Senior Secured First Lien Debt Delayed Draw 2,794 2,350

Center Phase Energy, LLC Senior Secured First Lien Debt Revolver 6,593 6,593

Communication Technology Intermediate, LLC Senior Secured First Lien Debt Revolver 998 912

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

Community Brands Parentco, LLC Senior Secured First Lien Debt Delayed Draw 1,085 1,085

Community Brands Parentco, LLC Senior Secured First Lien Debt Revolver 542 542

Coronis Health, LLC Senior Secured First Lien Debt Revolver 1,968 1,968

Eliassen Group, LLC Senior Secured First Lien Debt Delayed Draw 1,452 1,235

Encina Equipment Finance, LLC Subordinated Debt Delayed Draw 11,000 4,086

Faraday Buyer, LLC Senior Secured First Lien Debt Delayed Draw 1,260 1,260

FGT Purchaser, LLC Senior Secured First Lien Debt Revolver 976 605

1 unchanged sentence

Galway Borrower, LLC Senior Secured First Lien Debt Revolver 861 861

Geosyntec Consultants, Inc.

Senior Secured First Lien Debt Delayed Draw 5,503 5,503

Geosyntec Consultants, Inc.

Senior Secured First Lien Debt Revolver 2,017 2,017

Gogo Intermediate Holdings, LLC Senior Secured First Lien Debt Revolver 452 452

IG Investments Holdings, LLC Senior Secured First Lien Debt Revolver 632 379

Indigo Buyer, Inc.

Senior Secured First Lien Debt Delayed Draw 3,841 3,841

Indigo Buyer, Inc.

Senior Secured First Lien Debt Revolver 1,536 1,280

IQN Holding Corp.

Senior Secured First Lien Debt Delayed Draw 1,258 1,163

IQN Holding Corp.

Senior Secured First Lien Debt Revolver 503 503

Knowledge Pro Buyer, Inc.

2 unchanged sentences

Senior Secured First Lien Debt Revolver 1,147 1,147

Medical Management Resource Group, LLC Senior Secured First Lien Debt Delayed Draw 3,016 3,016

Medical Management Resource Group, LLC Senior Secured First Lien Debt Revolver 603 603

Mirra-Primeaccess Holdings, LLC Senior Secured First Lien Debt Revolver 3,429 2,143

Monumental RSN, LLC Senior Secured First Lien Debt Revolver 1,590 1,590

Odessa Technologies, Inc.

17 unchanged sentences

Senior Secured First Lien Debt Delayed Draw 1,454 1,454

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

Sherlock Buyer Corp.

3 unchanged sentences

SunMed Group Holdings, LLC Senior Secured First Lien Debt Revolver 259 135

Therapy Brands Holdings, LLC Senior Secured First Lien Debt Delayed Draw 372 372

Therapy Brands Holdings, LLC Senior Secured Second Lien Debt Delayed Draw 577 577

The NPD Group, LP Senior Secured First Lien Debt Revolver 943 830

Trinity Air Consultants Holdings Corp.

5 unchanged sentences

US Oral Surgery Management Holdco, LLC Senior Secured First Lien Debt Delayed Draw 2,176 585

US Oral Surgery Management Holdco, LLC Senior Secured First Lien Debt Delayed Draw 1,896 1,896

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.

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 Delayed Draw 1,448 1,448

West Coast Dental Services, Inc.

Senior Secured First Lien Debt Revolver 1,087 978

Westwood Professional Services, Inc.

6 unchanged sentences

Senior Secured First Lien Debt Revolver 1,821 1,106

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

Portfolio Company Name Investment Type Commitment Type Total Commitment Remaining Commitment

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

$ 138,815 $ 103,592

8 unchanged sentences

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.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

As a result of these relationships, the Company is dependent upon the Adviser and its affiliates.

10 unchanged sentences

The following tables summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended 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)

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 following tables summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended December 31, 2022:

Share Issue Date Shares Issued Net Proceeds Received

5 unchanged sentences

Total Capital Drawdowns 8,821,043 $ 133,854

The following tables summarizes the total shares issued and proceeds related to capital drawdowns of Common Stock for the year ended December 31, 2021:

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.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

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

Share Issue Date Shares Issued Net Proceeds Received

For the year ended December 31, 2023

January 7, 2021 1,333,333 $ 20,000

March 27, 2023 41,353 $ 41,291

June 2, 2021 1,665,196 25,000

June 29, 2021 1,665,196 25,000

August 3, 2021 1,644,778 24,940

November 2, 2021 1,904,137 29,000

December 3, 2021 792,324 12,122

December 27, 2021 4,870,481 74,957

Total Capital Drawdowns 41,353 $ 41,291

The issuances of Common Stock described above were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

The following table summarizes the total shares issued and proceeds, net of issuance, costs related to capital drawdowns of Series A Preferred Stock year ended December 31, 2022:

The following table summarizes the total shares issued and proceeds, net of offering costs related to capital drawdowns of Series A Preferred Stock year ended December 31, 2022:

Share Issue Date Shares Issued Net Proceeds Received

4 unchanged sentences

Total Capital Drawdowns 31,147 $ 31,101

The following table summarizes the total shares issued and proceeds, net of issuance, costs related to capital drawdowns of Series A Preferred Stock year ended December 31, 2021:

Share Issue Date Shares Issued Net Proceeds Received

For the year ended December 31, 2021

December 27, 2021 5,000 $ 4,992

Total Capital Drawdowns 5,000 $ 4,992

FRANKLIN BSP CAPITAL CORPORATION

3 unchanged sentences

Note 9 - Common Stock

The following table reflects the net assets attributable to Common Stock activity for the years ended December 31, 2022 and 2021, and the period ended December 31, 2020:

The following table reflects the net assets attributable to Common Stock activity for the years ended December 31, 2023, 2022, and 2021:

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

Balance as of January 29, 2020 (date of inception) — $ — $ — $ — $ —

Net investment income (loss) — — — ( 414 ) ( 414 )

Issuance of common stock, net of issuance costs 100 — (1)

Balance as of December 31, 2020 100 $ — (1)

21 unchanged sentences

Balance as of December 31, 2022 24,609,132 $ 25 $ 375,557 $ ( 3,161 ) $ 372,421

Net investment income (loss)

— — — 53,575 53,575

Net realized gain (loss) from investment transactions

— — — ( 987 ) ( 987 )

Net change in unrealized appreciation (depreciation) on investments

— — — ( 7,809 ) ( 7,809 )

Accretion to redemption value of Series A redeemable convertible preferred stock — — — ( 17 ) ( 17 )

Accrual of Series A redeemable convertible preferred stock distributions — — — ( 7,615 ) ( 7,615 )

Distributions to common stockholders — — — ( 43,574 ) ( 43,574 )

Issuance of common stock, net of issuance costs 642,732 1 9,685 — 9,686

Reinvested dividends 828,525 0 (1)

12,439 — 12,439

Tax adjustment — — 2,651 ( 2,651 ) —

Balance as of December 31, 2023 26,080,389 $ 26 $ 400,332 $ ( 12,239 ) $ 388,119

(1) Less than $ 1 .

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 our Board of Directors.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

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 year ended December 31, 2023:

9 unchanged sentences

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 December 31, 2022, the Company has received total Preferred Capital Commitments of $ 77.5 million, which has and will continue to call from time to time.

As of December 31, 2023, 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”).

6 unchanged sentences

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.

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.

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

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”).

16 unchanged sentences

Ending Balance, December 31, 2022 36,147 $ 36,093

(1) Less than $ 1 .

FRANKLIN BSP CAPITAL CORPORATION

17 unchanged sentences

Basic and diluted earnings per share $ 1.41 $ 1.12 $ 1.30

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

Note 12 — Distributions

2 unchanged sentences

For the Year Ended December 31, 2023

February 4, 2022 January 31, 2022 February 22, 2022 $ 0.30

May 11, 2022 May 11, 2022 May 24, 2022 $ 0.39

February 24, 2023 February 24, 2023 March 24, 2023 $ 0.43

April 27, 2023 April 27, 2023 May 5, 2023 $ 0.43

July 28, 2023 July 28, 2023 August 7, 2023 $ 0.43

October 26, 2022 October 26, 2022 November 7, 2022 $ 0.39

November 8, 2023 November 8, 2023 November 16, 2023 $ 0.43

The following table reflects the distributions declared on shares of the Company’s Common Stock during the year ended December 31, 2022:

1 unchanged sentence

For the Year Ended December 31, 2022

February 4, 2022 January 31, 2022 February 22, 2022 $ 0.30

May 11, 2022 May 11, 2022 May 24, 2022 $ 0.39

July 28, 2022 July 28, 2022 August 5, 2022 $ 0.39

October 26, 2022 October 26, 2022 November 7, 2022 $ 0.39

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the year ended December 31, 2023:

Date Declared Record Date Payment Date Amount Per Share

For the Year Ended December 31, 2023

February 24, 2023 February 24, 2023 March 24, 2023 $ 28.31

April 27, 2023 April 27, 2023 May 5, 2023 $ 28.35

July 28, 2023 July 28, 2023 August 7, 2023 $ 28.35

November 8, 2023 November 8, 2023 November 16, 2023 $ 28.35

The following table reflects the distributions declared on shares of the Company’s Series A Preferred Stock during the year ended December 31, 2022:

5 unchanged sentences

October 26, 2022 October 26, 2022 November 7, 2022 $ 25.42

There were no distributions declared on shares of Series A Preferred Stock during the year ended December 31, 2021.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

Note 13 — Income Tax Information and Distributions to Stockholders

18 unchanged sentences

The Company’s current tax year, 2022, 2021, and 2020 federal and state tax returns remain subject to examination by the Internal Revenue Service and state departments of revenue.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

The tax character of distributions for the fiscal years ended December 31, 2023, 2022, and 2021 was as follows:

For the year ended December 31,

2023* 2022 2021

Ordinary income distributions $ 50,918 99.5 % $ 28,676 100.0 % $ 2,293 100.0 %

5 unchanged sentences

withholding tax in accordance with Sections 871(k) of the Code.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

For the years ended December 31, 2023, 2022, and 2021, the reconciliation of net increase in net assets resulting from operations to taxable income is as follows:

2023 2022 2021

Book income (loss) from operating activities $ 37,147 $ 21,830 $ 6,869

5 unchanged sentences

For the year ended December 31,

2023 2022 2021

Undistributed ordinary income $ 2,174 $ 3,586 $ 3,036

11 unchanged sentences

Gross unrealized depreciation ( 19,147 ) ( 9,675 )

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2022

During the years ended December 31, 2023 and 2022, as a result of permanent book-to-tax differences, the Company made reclassifications among components of net assets as follows:

2 unchanged sentences

2022 $ ( 2,440 ) $ 2,440

These differences primarily relate to non-deductible offering costs, nondeductible excise tax expenses and GAAP blocker income.

These differences primarily relate to non-deductible offering costs, nondeductible excise tax expenses and U.S.

GAAP blocker income.

Aggregate stockholders’ equity was not affected by this reclassification.

1 unchanged sentence

Company files its 2023 tax return.

FRANKLIN BSP CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the year ended December 31, 2023

As of December 31, 2023, the Company’s domestic subsidiary is expected to have a net operating loss and unrealized gain.

4 unchanged sentences

As a result, no valuation allowance for the deferred tax assets is necessary.

As of December 31, 2021, the Company did no t have any deferred tax assets or deferred tax liabilities.

As of December 31, 2022, the Company’s domestic subsidiary had a net operating loss and unrealized gain.

As a result, the Company had a deferred tax asset of $ 2.9 million and a deferred tax liability of $( 3.7 ) 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, 2022.

As a result, no valuation allowance for the deferred tax assets is necessary.

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.

As of December 31, 2023, the Company had differences between book basis and tax basis cost of $( 2.0 ) million from investments in a domestic subsidiary.

As of December 31, 2021, the Company had no differences between book basis and tax cost basis.

As of December 31, 2022, the Company had differences between book basis and tax basis cost of $( 2.0 ) million from investments in a domestic subsidiary.

FRANKLIN BSP CAPITAL CORPORATION

5 unchanged sentences

Net asset value attributable to common stock, at the beginning of the period from January 7, 2021 to December 31, 2021 represents the initial price per share issued on that date.

The following is a schedule of financial highlights for the year ended December 31, 2022 and for the period from January 7, 2021 to December 31, 2021:

The following is a schedule of financial highlights for the years ended December 31, 2023 and 2022, and for the period from January 7, 2021 to December 31, 2021:

For the year ended December 31, For the period from January 7, 2021 to December 31,

2023 2022 2021

Per share data:

3 unchanged sentences

Net realized and unrealized gain (loss) on investments, net of change in deferred taxes ( 0.28 ) ( 0.44 ) 0.52

Net realized loss on extinguishment of debt ( 0.06 ) — —

Net increase (decrease) in net assets resulting from operations attributable to common stockholders and participating securities 1.77 1.24 1.30

1 unchanged sentence

Accrual of Series A redeemable convertible preferred stock distributions (1)

( 0.30 ) ( 0.07 ) —

Net increase (decrease) in net assets resulting from operations attributable to common stockholders 1.47 1.17 1.30

1 unchanged sentence

Common stockholder distributions from net investment income ( 1.71 ) ( 1.47 ) ( 0.30 )

Common stockholder distributions from capital gains ( 0.01 ) — —

Net decrease in net assets resulting from stockholder distributions ( 1.72 ) ( 1.47 ) ( 0.30 )

16 unchanged sentences

9.93 % 9.03 % 3.46 %

(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

FRANKLIN BSP CAPITAL CORPORATION

2 unchanged sentences

For the year ended December 31, 2023

periods reported.

(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.

Common Stock distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP.

13 unchanged sentences

Control Investments

Encina Equipment Finance, LLC (2)

Post Road Equipment Finance, LLC (2)

Equity/Other $ 2,700 $ 30,742 $ 1,883 $ — $ — $ ( 25 ) $ 32,600

Encina Equipment Finance, LLC (2)

Post Road Equipment Finance, LLC (2)

Subordinated Debt 1,237 6,914 5,029 ( 987 ) — 44 11,000

Encina Equipment Finance, LLC (2)

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

Affiliate Investments

Jakks Pacific, Inc.

Equity/Other $ 4 $ 116 $ 5 $ ( 121 ) $ — $ — $ —

Total Affiliate Investments $ 4 $ 116 $ 5 $ ( 121 ) $ — $ — $ —

* 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.

3 unchanged sentences

Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).

(3) Includes $ 4 of interest income from Jakks Pacific, Inc.

subordinated debt.

FRANKLIN BSP CAPITAL CORPORATION

11 unchanged sentences

Subordinated Debt 409 — 6,914 — — — 6,914

Encina Equipment Finance, LLC (2)

Subordinated Debt 2,493 24,412 10 — — 78 24,500

Total Control Investments $ 5,600 $ 55,154 $ 6,924 $ 35 $ — $ 43 $ 62,156

2 unchanged sentences

Equity/Other $ 4 $ 116 $ 5 $ ( 121 ) $ — $ — $ —

Jakks Pacific, Inc.

Senior Secured First Lien Debt 27 — 464 ( 489 ) 24 — —

Jakks Pacific, Inc.

Subordinated Debt 22 — 605 ( 1,147 ) 543 — —

Total Affiliate Investments $ 4 $ 116 $ 5 $ ( 121 ) $ — $ — $ —

4 unchanged sentences

Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).

(3) Investment no longer held as of December 31, 2021.

(3) Includes $ 4 of interest income from Jakks Pacific, Inc.

subordinated debt.

For purposes of the control designation, the Company has aggregated ownership held by other funds managed by Benefit Street Partners.

FRANKLIN BSP CAPITAL CORPORATION

4 unchanged sentences

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.

On February 24, 2023, the Board of Directors declared a distribution of $ 0.43 per share of Common Stock, which is payable on March 24, 2023 to stockholders of record as of February 24, 2023.

On February 24, 2023, the Board of Directors declared a distribution of $ 28.31 per share of Series A Preferred Stock, which is payable on March 24, 2023 to stockholders of record as of February 24, 2023.

On March 14, 2023, the Company delivered drawdown notices to the Company’s Common Stock investors for an aggregate offering price of approximately $ 8.1 million.

On March 14, 2023, the Company delivered drawdown notices to the Company’s Series A Preferred Stock investors for an aggregate offering price of approximately $ 41.4 million.

Distribution Declarations

On January 9, 2024, the Board of Directors declared a distribution of $ 0.43 per share of Common Stock, which was paid on January 11, 2024 to stockholders of record as of January 10, 2024.

On January 9, 2024, the Board of Directors declared a distribution of $ 28.35 per share of Series A Preferred Stock, which was paid on January 11, 2024 to stockholders of record as of January 10, 2024.

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 Mergers will be accounted for as an asset acquisition of FBLC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations – Related Issues, with the fair value of total consideration paid 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 is 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.

The Company will be the accounting survivor of the Mergers.

Amended and Restated Investment Advisory Agreement

On October 2, 2023, the Company's Board of Directors approved an amendment and restatement (the “Amended and Restated Investment Advisory Agreement”) of the Investment Advisory Agreement, which went into effect on January 24, 2024 in connection with the consummation of the Mergers.

Under the Amended and Restated Advisory Agreement, effective upon the closing of the Mergers, (i) the base management fee will increase to an annual rate of 1.50 % of the Company’s average gross assets, provided, that the base 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), (ii) the incentive fee on income will increase to a catch-up of 1.8175 % ( 7.27 % annualized), 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, and (iii) the incentive fee on capital gains will increase to 17.5 % of the Company’s incentive fee capital gains calculated as under the Investment Advisory Agreement for periods ending after the date of the Amended and Restated Advisory Agreement, on a cumulative basis from the date of the Company’s election to be regulated as a BDC.

The fees payable under the Amended and Restated Advisory Agreement are calculated in the same manner as the post-Liquidity Event (as defined in the Investment Advisory Agreement) calculation of the base management fee payable under the Investment Advisory Agreement.

None of the other material terms will change in the Amended and Restated Advisory Agreement as compared to the Investment Advisory Agreement, including the services to be provided.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures