UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT TO toSECTION ~~Section~~ 13 orOR 15(d) ofOF ~~the~~THE SECURITIES EXCHANGE ACT OF 1934

~~Securities~~Date of ~~Exchange~~report ~~Act~~(Date of ~~1934~~earliest event reported): January 24, 2024

Date of report (Date of earliest event reported): January 5, 2024

Franklin BSP Lending Corporation

(Exact Name ~~name~~ of Registrant as Specified in ~~Its~~ its Charter)

Maryland		814-00821		27-2614444
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9 West 57th Street, Suite 4920,

New York, New York

10019

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 588-6770

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0702 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

Pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 2, 2023, by and among Franklin BSP ~~Lending~~Capital Corporation, a ~~Maryland~~Delaware corporation (“~~FBLC~~FBCC”), Franklin BSP Lending Corporation, a Maryland corporation ~~held~~(the ~~its~~“Company”), ~~Special~~Franklin ~~Meeting~~BSP Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of ~~Stockholders~~FBCC on(“Merger Sub”), ~~January~~and, 5solely for the limited purposes set forth therein, ~~2024~~Franklin BSP Capital Adviser L.L.C., a Delaware limited liability company and ~~submitted~~the ~~one~~external ~~matter~~investment adviser to FBCC, immediately after the ~~vote~~effective time of the ~~stockholders.~~Initial AMerger ~~summary~~(as ofdefined below), the ~~matter~~investment ~~voted~~advisory ~~upon~~agreement by ~~stockholders~~and isbetween ~~set~~the ~~forth~~Company ~~below~~and Franklin BSP Lending Adviser, L.L.C., the external investment adviser to the Company, was terminated.

1.Item ~~Stockholders approved the merger of Franklin BSP Merger Sub, Inc~~2.~~, a~~01 ~~Maryland~~Completion ~~corporation and a direct wholly-owned subsidiary~~ of ~~FBCC~~Acquisition ~~(“Merger~~or ~~Sub”)~~Disposition ~~with and into FBLC (the “Merger”), with FBLC continuing as the surviving company and as a wholly-owned subsidiary~~ of Franklin BSP Capital Corporation, a Delaware corporation (“FBCC”), pursuant to the Agreement and Plan of Merger, dated as of October 2, 2023 (the “Merger Agreement”), by and among FBLC, FBCC, Merger Sub, and, solely for the limited purposes set forth therein, Franklin BSP Capital Adviser L.L.C., a Delaware limited liability company and the external investment adviser to FBCC. Immediately after the effectiveness of the Merger, FBLC will merge with and into FBCC, with FBCC continuing as the surviving company. Stockholders approved the Merger based on the following votes:Assets

Votes For		Votes Against		Abstain
136,222,934		4,360,028		5,538,193

On January 24, 2024, FBCC completed its previously announced acquisition of the Company, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub was first merged with and into the Company, with the Company continuing as the surviving company (the “Initial Merger”), and, immediately following the Initial Merger, the Company was then merged with and into FBCC, with FBCC continuing as the surviving company (together with the Initial Merger, the “Merger”). As a result of, and as of the effective time of, the Merger, the Company’s separate existence ceased.

~~Item~~In accordance 7with the terms of the Merger Agreement, at the effective time of the Initial Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.014647 ~~Regulation~~shares FDof ~~Disclosure~~common stock, par value $0.001 per share, of FBCC. As a result, FBCC issued an aggregate of approximately 110.0 million shares of its common stock to former stockholders of the Company.

OnThe foregoing ~~January~~description 9,of ~~2024,~~ the ~~board~~Merger ofAgreement ~~directors~~is ofa ~~FBLC~~summary ~~declared~~only aand ~~special~~is ~~dividend of~~qualified ~~$0.49~~in ~~per~~its ~~share~~entirety ofby ~~FBLC’s~~reference ~~common~~to ~~stock,~~the ~~par~~full ~~value~~text ~~$0.001~~of ~~per~~the Merger ~~share~~Agreement, a copy of which iswas ~~payable~~filed onby orthe ~~about~~Company ~~January~~as ~~11,~~Exhibit ~~2024~~2.1 to ~~stockholders of~~its ~~record~~Current asReport ofon ~~January~~Form 108-K, ~~2024~~filed on October 6, 2023.

~~The information in this~~ Item 73.0103 isMaterial ~~being~~Modification ~~furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~Rights ~~liabilities~~ of ~~that~~Security ~~section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein~~Holders.

1The information required by Item 3.03 is contained in Item 2.01 and is incorporated herein by reference.

~~SIGNATURES~~Item 5.01 Changes in Control of Registrant.

~~Pursuant~~As a toresult of the ~~requirements~~Initial ofMerger, ~~the~~a ~~Securities~~change ~~Exchange~~in ~~Act~~control of ~~1934,~~ the ~~Registrant~~Company ~~has~~occurred. ~~duly~~The ~~caused~~information ~~this~~required ~~report~~by toItem be5.01 ~~signed~~is oncontained ~~its~~in ~~behalf~~Item 2.01 byand ~~the~~is ~~undersigned~~incorporated ~~hereunto~~herein ~~duly~~by ~~authorized~~reference.

	Franklin BSP Lending Corporation
Date: January 10, 2024	By:	/s/ Michael Frick
		Michael Frick
		Secretary

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2Pursuant to the terms of the Merger Agreement, as of the effective time of the Initial Merger, (i) each of the named officers and directors of the Company ceased to be named officers and directors of the Company and (ii) the director and officers of Merger Sub as of immediately prior to the effective time of the Initial Merger became the director and officers of the Company.

Item 7.01. Regulation FD Disclosure.

On January 24, 2024, FBCC and the Company issued a joint press release announcing the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01 is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger by and among Franklin BSP Lending Corporation, Franklin BSP Capital 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 (incorporated by reference to Exhibit 2.1 filed with Franklin BSP Capital Corporation’s Current Report on Form 8-K (File No. 814-01360) on October 6, 2023).
99.1		Joint press release of Franklin BSP Capital Corporation and Franklin BSP Lending Corporation, dated January 24, 2024.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Franklin BSP Lending Corporation

Date: January 24, 2024	By:	/s/ Nina K. Baryski
		Nina K. Baryski
		Chief Financial Officer and Treasurer

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