UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 29, 2021
Franklin BSP Capital Corporation
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 814-01360 | 85-2950084 | ||
|
(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) 588-6700
(Former Name or Former Address, if Changed Since Last Report)
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 |
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):
| o | 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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 þ
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. þ
Item 3.02. Unregistered Sales of Equity Securities.
On June 29, 2021, pursuant to a drawdown notice previously delivered to investors, Franklin BSP Capital Corporation (the “Company”) issued and sold 1,666,667 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of approximately $25.0 million.
The sale of Common Stock was made pursuant to subscription agreements (collectively, the “Subscription Agreements”) entered into by the Company with its investors. Pursuant to the Subscription Agreements, each investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis upon a minimum of 10 business days’ prior notice.
The issuance of the Common Stock is 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 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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 30, 2021, the Company held its annual meeting of stockholders (the “Annual Meeting”) and submitted two matters to the vote of stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2021. As of April 5, 2021, the record date, approximately 2,666,766 shares of Common Stock were eligible to vote. A summary of the matters voted upon by the stockholders is set forth below.
Proposal 1. The Company’s stockholders elected two Class I directors of the Company, Richard J. Byrne and Lee S. Hillman, each to serve as a director until the 2024 Annual Meeting and until his successor is duly elected and qualifies.
The following votes were taken in connection with this proposal:
Election of Director Richard J. Byrne:
| Votes For | Votes Against | Abstain | ||
| 1,202,571 | 10,260 | 128,098 |
Election of Director Lee S. Hillman:
| Votes For | Votes Against | Abstain | ||
| 1,201,105 | 11,726 | 128,098 |
Proposal 2. The proposal to ratify the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved.
The following votes were taken in connection with this proposal:
| Votes For | Votes Against | Abstain | ||
| 1,289,641 | 8,794 | 42,494 |
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 Capital Corporation | |
| Date: July 1, 2021 | By: /s/ Nina K. Baryski |
| Name: Nina K. Baryski | |
| Title: Chief Financial Officer and Treasurer |