Franklin BSP Capital Corporation filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The company reported no securities registered under Section 12(b) of the Securities Exchange Act of 1934, but its common stock, par value $0.001, is registered under Section 12(g). The company is not a well-known seasoned issuer and is not required to file reports under Section 13 or Section 15(d) of the Act. As a non-accelerated filer, the company is not required to submit its financial statements electronically. The company’s financial statements reflect the correction of an error to previously issued financial statements, but this correction is not a restatement that required a recovery analysis of incentive-based compensation received by executive officers. The company is not a shell company, and as of March 6, 2025, it had 135,487,145 shares of common stock outstanding.
Overview
Franklin BSP Capital Corporation (FBCC) is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a Business Development Company (BDC) and treated as a Regulated Investment Company (RIC) for U.S. federal income tax purposes. FBCC is managed by Franklin BSP Capital Adviser L.L.C., an affiliate of Benefit Street Partners.
FBCC’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The company primarily invests in first and second lien senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies.
Financial and Operating Highlights
As of December 31, 2024:
Portfolio Activity for the Year Ended December 31, 2024:
Operating Results for the Year Ended December 31, 2024:
Portfolio and Investment Activity
FBCC’s portfolio composition as of December 31, 2024 was as follows:
| Asset Type | Percentage of Total Portfolio | Weighted Average Current Yield |
|---|---|---|
| Senior Secured First Lien Debt | 74.7% | 10.5% |
| Senior Secured Second Lien Debt | 3.1% | 15.3% |
| Subordinated Debt | 5.0% | 11.9% |
| Collateralized Securities | 0.3% | 14.6% |
| Equity/Other | 6.7% | 8.9% |
| FBLC Senior Loan Fund LLC | 10.2% | 9.0% |
| Total | 100.0% | 10.5% |
During the year ended December 31, 2024, FBCC made $1.1 billion of investments in new portfolio companies and had $651.2 million in aggregate sales and repayments, resulting in net investments of $450.9 million for the period, excluding any impact from the Mergers.
Portfolio Asset Quality
The weighted average risk rating of FBCC’s investments based on fair value was 2.2 as of December 31, 2024. As of December 31, 2024, FBCC had eight portfolio companies on non-accrual with a total amortized cost of $105.1 million and fair value of $65.5 million, which represented 2.6% and 1.7% of the investment portfolio’s total amortized cost and fair value, respectively.
FBLC Senior Loan Fund, LLC
As a result of the Mergers, FBCC became party to the joint venture formed between FBLC and Cliffwater Corporate Lending Fund, FBLC Senior Loan Fund, LLC (SLF). As of December 31, 2024, FBCC’s investment in SLF consisted of equity contributions of $404.9 million.
Results of Operations
FBCC’s total investment income increased from $94.7 million for the year ended December 31, 2023 to $413.3 million for the year ended December 31, 2024, primarily driven by the Mergers with FBLC.
Operating expenses, net of incentive fee waiver, increased from $40.8 million for the year ended December 31, 2023 to $223.9 million for the year ended December 31, 2024, also primarily due to the Mergers.
FBCC recorded a net realized and unrealized loss of $99.1 million for the year ended December 31, 2024, compared to a net realized and unrealized loss of $8.8 million for the year ended December 31, 2023.
Liquidity and Capital Resources
As of December 31, 2024, FBCC had $130.8 million of cash and $240.1 million of availability under its credit facilities. The company expects to have sufficient liquidity for its investing activities and to conduct its operations for the next 12 months.
Distributions
FBCC’s Board of Directors intends to declare and pay distributions on a quarterly basis. During the year ended December 31, 2024, FBCC paid $144.9 million in distributions to common stockholders and $7.3 million in distributions to preferred stockholders.
Taxation as a RIC
FBCC has elected to be treated as a Regulated Investment Company (RIC) under Subchapter M of the Internal Revenue Code. As a RIC, the company generally will not be subject to corporate-level U.S. federal income taxes on any income that it distributes as dividends for U.S. federal income tax purposes to its stockholders.
Conclusion
FBCC’s financial and operating performance in 2024 was significantly impacted by the Mergers with FBLC, which resulted in a substantial increase in the company’s investment portfolio, investment income, and operating expenses. The company maintained a diversified portfolio focused on senior secured loans to middle market companies and generated net investment income to support its quarterly distributions to stockholders.