Material Agreement - Form 8-K

Item 1.01 - Entry into a Material Definitive Agreement.

On April 29, 2024, Franklin BSP Capital Corporation (the "Company") entered into a purchase agreement (the "Purchase Agreement") by and among the Company, Franklin BSP Capital Adviser L.L.C. (the "Adviser"), Benefit Street Partners L.L.C. and J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule A thereto (the "Initial Purchasers"), in connection with the issuance and sale of $300 million aggregate principal amount of the Company's 7.200% Notes due 2029 (the "Notes") in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

The Notes will be issued at 98.908% of their par value with a coupon at 7.200%. Interest on the Notes will be payable semi-annually on June 15 and December 15 of each year commencing on December 15, 2024. The Notes will mature on June 15, 2029. The offering is expected to close, subject to customary closing conditions, on May 6, 2024. The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Purchase Agreement, on or prior to the closing of the offering, the Company will enter into a registration rights agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, with respect to the Notes.

The Company intends to use the net proceeds of the offering of the Notes to repay indebtedness, make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes.

Certain of the Initial Purchasers and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The information included in Item 1.01 of this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company or its subsidiaries.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference.