Franklin BSP Capital Corp: Tender Offers 7% Filled, NAV $13.42

What the company is, and what it is not

Franklin BSP Capital Corporation, called FBCC in its filings, was formed in Delaware in January 2020 and began investing on January 7, 2021. It started as a private BDC: investors signed capital commitments and funded them on drawdown notices. It lends mostly to U.S. middle-market companies and had $4.08 billion of investments in 151 portfolio companies at June 30, 2026. Its adviser is Franklin BSP Capital Adviser, an affiliate of Benefit Street Partners.

It became the Franklin BSP BDC that most retail holders know on January 24, 2024, when it absorbed Franklin BSP Lending Corporation (FBLC, CIK 1490927), the company that sold shares to the public for years as Business Development Corporation of America (BDCA). Each FBLC share was converted into 0.4647 FBCC shares, and FBCC issued about 110.0 million shares to the former FBLC holders (Form 8-K, accession 0001213900-24-006163). The ratio was a NAV-to-NAV formula set by the merger agreement, so it carries no premium or discount. The 8-K says FBLC’s “separate existence ceased.”

It is not Franklin BSP Realty Trust (FBRT), the NYSE-listed mortgage REIT run by the same sponsor. And it is not a normal listed stock. The SEC's ticker file lists “FRBP” on the OTC market, but the cover of the company's 8-K shows no trading symbol and no exchange, and the 10-K for 2025 says shares have no market. At December 31, 2025 it had 36,867 record holders of common stock and 4 of its Series A preferred. It also had 135,487,319 common shares and 77,500 Series A preferred shares outstanding. Our list of non-traded BDCs and BDC stocks list treat it as outside the NYSE and Nasdaq group.

All 14 oversubscribed tender offers, 2016 to 2026

The company has no continuous redemption. It runs a tender offer, files a Schedule TO-I on day one and a Schedule TO-I/A with the result. The 10-K for 2025 says the company “intends to conduct annual tender offers” and limits repurchases in a calendar year to the lesser of 10% of the weighted average shares outstanding in the prior year or the shares it can buy with proceeds of the distribution reinvestment plan (DRIP). In practice the board sets the size: 2,687,933 shares in 2024, then 2,500,000 in 2025 and 2026.

BDCA tendered several times a year at first and paid every request in full from the offer of March 2013 to the offer of September 2015 (the 10-K for 2016 lists them). The first oversubscribed offer expired on January 25, 2016. Since then every offer has been oversubscribed. Prices are NAV; for six BDCA offers the result filing gives only the aggregate cost, so the price is that cost divided by shares bought (our arithmetic) and is shown as “implied”.

What the arithmetic does to a holder who wants out

• Three FBCC offers in a row: holders tendered 80.3 million shares and the company bought 7.65 million, 9.5% (our arithmetic), for $107.6 million. A holder who tendered the whole position each year and resubmitted the rest would have sold 12.0%, then 10.6% of what was left, then 7.2%: about 27% of the original position after three offers, with 73% still held (our arithmetic: 0.8802 x 0.8944 x 0.9276).
• The pace is the offer size, not the demand. Buying 2.5 million shares a year out of 135.5 million would take about 54 years to retire the class (our arithmetic), even if no one else sold and no one bought.
• The queue is growing. Requests were 17.3% of shares in 2025 and 25.5% in 2026 (our arithmetic from the shares tendered and the shares outstanding at the end of the prior year).
• BDCA holders saw the same movie. From 2018 to 2023 BDCA and then FBLC bought between 5.7% and 11.8% of the shares tendered each January or July. The 2023 offer drew 45.2 million shares and 3.47 million were bought at $7.38.

NAV, distributions and what covers them

NAV per share attributable to common stock, from the 10-Ks and 10-Qs:

The distribution history is the clearest change. FBCC paid $0.43 a quarter in 2023 on the old, smaller share count. After the merger it paid $0.29 plus a $0.04 special every quarter through May 2025, then $0.29 in August and November 2025, then $0.24 in March and May 2026. On August 10, 2026 the board declared another “regular quarterly distribution of $0.24 per share,” with record date September 24, 2026. Annualized, $0.24 a quarter is $0.96, 22.6% below the $1.24 declared in 2025 (our arithmetic).

Income covers it, narrowly. Net investment income was $1.21 a share in 2025 against $1.24 declared (97.6%) and $0.52 in the first half of 2026 against $0.48 declared (108%, our arithmetic). Total return reported by the company, which assumes distributions are reinvested at DRIP prices, was 5.22% for 2025 and 2.34% for the first half of 2026 (not annualized). These are NAV returns, not market returns: there is no market price.

From BDCA to FBCC: what an old share became

For a holder who owned BDCA through the 2024 merger the two NAV series join like this:

One old share became 0.4647 FBCC shares. At the FBCC NAV of $14.49 used for the 2024 offer (January 24, 2024) that is $6.73 per old share, and at $13.42 on June 30, 2026 it is $6.24 (our arithmetic). The last BDCA/FBLC NAV before the merger was $7.27 (September 30, 2023). The ratio was set by dividing the two companies' NAVs at a determination date shortly before closing, so it is not itself a loss; the figures show how value per old share has moved since. Distributions declared on FBCC shares since the merger, through May 2026, add up to $2.71 per FBCC share, or $1.26 per old BDCA share (our arithmetic). For a holder who got shares at $14.49 and took the $2.71 in cash, NAV plus cash is $16.13, or 111.3% of $14.49, before tax and fees and with no market price to compare (our arithmetic).

Credit, leverage and fees

At June 30, 2026 the 11 non-accrual companies were 2.7% of the portfolio at amortized cost and 1.7% at fair value. The first half also included a $33.0 million net realized loss on Control Investments, offset by a $45.9 million unrealized gain in the same group (10-Q). Debt of $2.2 billion was 1.23 times net assets and asset coverage was 178%, against the 150% minimum for a BDC. A $300 million 6.000% note due October 2, 2030 was issued in October 2025 and exchanged for registered notes in July 2026, and a Wells Fargo facility was raised from $300 million to $400 million in April 2026.

Fees. The adviser gets 1.50% of average gross assets a year (1.00% on assets bought with debt beyond 1.0 times equity) and 17.5% of pre-incentive net investment income above a 6.00% annualized preferred return, with a catch-up. Before the merger the base fee was 0.5%. In the first half of 2026, on $194.6 million of investment income:

The company reports total expenses of 13.03% of average net assets, annualized, including interest.

The vote to sell shares below NAV

Stockholders have approved selling shares below NAV three years running, each time capped at 25% of the shares outstanding before each sale and with no limit on the discount (proxy statement of April 14, 2026). The annual meetings were reconvened each year. The votes for, against and abstaining:

The filings we read show no sale below NAV. For a holder, shares sold under NAV dilute the NAV per share of those who stay.

What a holder can do with this

• If you want out: the only route in the filings is the annual offer, which has bought 7% to 12% of requests. The 2026 offer was filed on March 5 and expired April 14; the 2025 offer ran March 3 to April 9 and the 2024 offer began February 29. The next offer, if the pattern holds, opens around March 2027 at the December 31, 2026 NAV. You tender and the price is fixed to that date.
• If you are weighing a purchase: the filings give no public price and we found no open offering in the filings we read. Read the table of offers before the yield, and ask the sponsor or your adviser how a new purchase would be priced and how it could be sold.
• Watch the NAV step. The tender price is year-end NAV. When NAV falls during the year, as it did from $13.58 to $13.42 between December and June, tendering holders are paid above the latest NAV; the shares that stay behind are marked lower.
• Next dates: the third-quarter 10-Q (due about November 12, 2026, with the September 30 NAV and non-accruals), the November distribution declaration (November 6 in 2025), and the 2027 offer around early March.
• Check taxes and fees on your own statement. The distributions are quarterly and the tax character depends on your account; this page does not model it.

Related reading on this site: every non-traded BDC tender offer result this quarter, the private credit fund redemptions tracker, a comparable queue at Barings Private Credit Corp, and the sponsor's history in what happened to American Realty Capital.

If this is a large part of what you live on, the questions are about your whole position rather than this filing.

FAQ

All figures are from SEC EDGAR filings read on October 22, 2026: the Schedules TO-I and TO-I/A of Franklin BSP Capital Corporation (2024, 2025, 2026) and of Business Development Corporation of America / Franklin BSP Lending Corporation (2015 to 2023), the Forms 10-K for 2016, 2017, 2022 to 2025, Forms 10-Q to June 30, 2026, Forms 8-K (including the merger of January 24, 2024 and the annual-meeting votes), the proxy statement of April 14, 2026, the Form N-14 8C of May 18, 2026 and the SEC's company_tickers_exchange.json. Shares-tendered ratios, cumulative fills, implied prices, coverage percentages and per-old-share values are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.