Franklin BSP Private Credit and Lending Funds: Tender Fill Rates

Two funds, one sponsor, very different products

Both funds are run by Franklin Templeton and Benefit Street Partners (BSP), the credit manager that Franklin Templeton owns. They are not the same as Franklin BSP Capital Corp, a business development company covered in our page on its oversubscribed annual tender, or the real estate debt vehicles in Franklin BSP Real Estate Debt BDC and the other private real estate debt REITs. Franklin BSP Realty Trust is a listed mortgage REIT (page).

Two corrections to common shorthand. The $10.06 that appears in the Private Credit Fund's balance sheet beside Class A is not the price every seller gets. The report calls it the Class A “redemption price per share (net asset value*0.99)” and footnotes it as applying only to purchases of $250,000 or more repurchased within 12 months. Everyone else is repurchased at NAV. And although the Private Credit Fund's name suggests a lender to private companies only, the shareholder letter says it also holds commercial real estate debt, structured credit, distressed debt and special situations.

The September 2026 offers

Both funds filed their notices on Form N-23c-3 in the first days of September 2026. The windows have closed; the results will appear in the next reports.

The transfer agent changed. The March and June 2026 notices of both funds told holders to send requests to SS&C GIDS; the September notices name Ultimus Fund Solutions, LLC. Both notices say the deadline “will be strictly observed” and that a request filed late waits for the next quarterly offer.

The price is struck on the deadline day, not when the holder decides. The Private Credit Fund's Advisor Class was quoted at $10.04 on August 25 and the September 22 repurchase price, from a Schedule 13D/A, was $9.99, 0.5% lower (our arithmetic). A Private Credit holder who tendered in March was quoted $9.90 for Class A on February 23, and the fund paid an average of $9.85 a share that day; the June quote was $10.29 and the fund paid $10.31 (our arithmetic: value repurchased divided by shares repurchased).

Private Credit Fund: 14 offers, and the point where demand turned

Each annual and semi-annual report lists the offers completed in the period. The earliest reports show how little was asked for; 2026 shows the opposite.

Read the 2025 rows with care. The annual report for 2025 prints the same number of shares and dollars under “offered” and “tendered” in all four offers (for example 670,890 shares and $7,157,855 in March). It does not say whether holders asked for more and were prorated. The semi-annual report for 2026 is the first to give both figures separately and to mark the offers as oversubscribed “such that proration of repurchase requests was required.” The fund paid $27,950,990 for shares in 2025 across the four offers (our arithmetic), then $12,541,988 in the first six months of 2026, 10.4% of the $121.1 million of net assets it began the year with (our arithmetic).

What the 2026 fill rates mean in practice:

• Share of each request filled: 632,585 of 2,768,621 is 22.8%; 612,196 of 2,080,533 is 29.4% (our arithmetic).
• Dollar size of the queue: at the prices paid, the March requests were worth about $27.3 million and the June requests about $21.5 million, against $6.2 and $6.3 million paid (our arithmetic).
• Worked example (our arithmetic): a holder who tendered 1,000 shares in March would have sold about 228. Tendering the remaining 772 in June would have sold about 227 more. After two offers, about 545 of the 1,000 shares were still held.
• The fund did not use the optional 2%. In both 2026 offers the shares repurchased equal the shares offered, which is the base 5%.

The NAV moved too. The Advisor Class NAV was $10.70 at December 31, 2024, $9.71 at December 31, 2025 and $10.17 at June 30, 2026. In 2025 the fund distributed $1.26 a share, of which $0.41 was net realized gain; the Class A NAV was quoted at $10.15 on November 26, 2025, and the December 22, 2025 repurchase was priced at $10.25 (our arithmetic: $6,652,672 divided by 649,175 shares). The report does not explain the drop to $9.71 nine days later; the realized-gain distribution is one fact in the same period, not a stated cause. In 2026 the quoted Class A NAV went $9.90 (February 23), $10.29 (May 26) and $10.02 (August 25).

Franklin is also a seller

The sponsor's own money matters for how much room an outside holder gets. Schedule 13D/A No. 36, filed September 28, 2026, reports that Franklin Templeton, Inc. (renamed on August 17, 2026; before that Franklin Resources, Inc.) and its subsidiaries beneficially owned 6,597,084 Advisor Class shares of the Private Credit Fund. Of these, 4,955,483 are held by BSP Fund HoldCo (Debt Strategy) L.P., which bought them for $49,900,000 in 2021 to 2023, and 1,641,601 are held for the Franklin Global Allocation Fund. The cover page puts this at 60.3% of the 10,932,769 Advisor Class shares outstanding on September 24, 2026; the text of Item 5 of the same filing says 50.3%, and the share counts give 60.3% (our arithmetic).

The previous amendment (No. 35, June 1, 2026) showed 7,033,676 shares, 59.2% of 11,890,270. Between the two, the reporting persons' holdings fell by 436,592 shares (our arithmetic), and Item 5(c) of the September filing lists one transaction: a repurchase through the fund's tender offer on September 22, 2026 of 223,423 shares at $9.99. If the September offer was about 5% of the June 30 share count, roughly 582,000 shares (our arithmetic; the offer size in shares is not in the filings we read), the Franklin shares would be about 38% of what the fund bought. We do not know the September totals; the fund's next report will show them. The Private Credit Fund's own report, by contrast, does not say what share of the 2026 requests came from the sponsor.

Lending Fund: a new fund whose first outside test is still ahead

The Lending Fund is much newer. It raised $206.45 million in 2025 and $101.46 million in the six months to June 30, 2026, and its Class R6 shares, which hold $308,275,809 of its $309,286,914 of net assets, are the institutional class. In Note 2 of its semi-annual report the fund states: “As of June 30, 2026, Franklin Templeton and its affiliates owned 99.9% of the Fund.” Note 8 shows “Shares repurchased” as nil for both classes in the six months, a period that includes the offers closing March 24 and June 23, 2026.

Retail-style Class I shares launched January 29, 2026 and had only 101,497 shares ($1,011,105) at June 30. The Schedule 13D/A of August 12, 2026 gives 1,557,062 Class I shares outstanding on August 10, 2026, of which BSP Fund HoldCo holds 75,000 (4.8%). Roughly 15 times as many Class I shares in six weeks suggests broker-sold money arriving, but the filings do not break down who bought them.

Two things follow for a prospect. First, the Lending Fund has no record of how it treats an oversubscribed offer: there has never been one on file. Second, the Private Credit Fund's 2026 experience is the closest evidence of how this sponsor's funds behave when outside holders want out. At June 30, 2026 the Lending Fund's offer would cover about 1.5 million shares, about $15.5 million at the $10.14 Class R6 NAV (our arithmetic, using 30,498,329 shares in both classes); a handful of outside holders could not fill it, and nothing in the filings says what the affiliates intend to do with theirs.

What each fund costs

The prospectus figures are estimates. Actual annualized ratios in the June 30, 2026 reports:

The Private Credit Fund's costs are about five times larger (our arithmetic) because its fee table adds an incentive fee ($561,088 in the six months), interest and debt fees ($1,665,300) and a 1.25% management fee, on a portfolio that is about 46% borrowed (our arithmetic: $54.7 million of debt on $118.5 million of net assets). The Lending Fund's management fee is 0.75% and it has no incentive fee in its table; its waivers were $1,574,316 in the half, against $2,613,110 of gross expenses (60%, our arithmetic). The report says the manager's voluntary management fee waiver runs “through October 8, 2026,” a date now passed; the prospectus says the fee “will be at the annual rate of 0.75%” after that unless extended, and we found no filing extending it. The expense limitation agreement itself cannot end before December 31, 2027 without the board's consent, and the manager can recoup waived amounts for 36 months.

Is the income covered?

Per share, the Lending Fund's Class R6 earned $0.39 and paid $0.38, a 7.5% annualized payout on the $10.14 NAV; Class I paid $0.38 on $9.96, 7.6% (our arithmetic), matching the 7.6% in the shareholder letter. The Private Credit Fund's Advisor Class earned and paid $0.32 on a $10.17 NAV, 6.3% a year (our arithmetic). Total return for the half was 4.20% (Lending, Class R6) and 8.16% (Private Credit, Advisor), not annualized. Both are after fees and after waivers, so the Lending Fund's return depends partly on the waiver continuing.

What a reader can do with this

This describes the filings; it is not a recommendation to buy, hold or sell.

1. If you hold Private Credit Fund shares and want out, assume a partial fill. Two prorated offers in a row filled 22.8% and 29.4%; the September result is not yet public. The December 2025 pattern (notice on December 1, deadline December 22) suggests the next notice around December 1, 2026 and a deadline near December 22, 2026, but that is our inference from past notices, not a filing.
2. If you hold Lending Fund shares, remember the 2.00% charge for sales within a year of purchase, calculated first-in first-out, and that reinvested-dividend shares are exempt. On $100,000 sold inside the year the fee is $2,000 (our arithmetic).
3. If you are weighing Class A of the Private Credit Fund at $250,000 or more, a sale inside 365 days costs 1.00% of the original purchase price, $2,500 on $250,000 (our arithmetic), on top of any sales load. The fund may waive it for death or disability.
4. If you need cash from an IRA by a date, the Lending Fund's notice says holders seeking required minimum distributions “cannot expect extensions or exceptions.”
5. Taxes: a repurchase is a sale; see wash-sale rules for tenders if you reinvest distributions.
6. Compare funds and deadlines in what an interval fund is, the private credit redemptions tracker, the list of interval funds and Q4 2026 redemption and tender deadlines.

FAQ

All figures are from SEC filings read on EDGAR on October 31, 2026. Franklin BSP Private Credit Fund (CIK 1794041): Form N-23c-3 of September 1, 2026 (accession 0001133228-26-012062) and the earlier notices of December 1, 2025, March 2 and June 1, 2026 (0001133228-25-012970, -26-002717, -26-008590); Form N-CSRS for June 30, 2026 (0001133228-26-012205); Forms N-CSR for 2025, 2024 and 2023 (0001133228-26-003386, -25-002331, -24-002113); the prospectus supplement of April 30, 2026 (Form 486BPOS, 0001104659-26-052605); Schedules 13D/A of June 1 and September 28, 2026 (0000038777-26-000167 and -26-000255). Franklin BSP Lending Fund (CIK 2063946): Form N-23c-3 of September 2, 2026 (0001193125-26-379542) and the notices of March 3 and June 2, 2026 (0001193125-26-088723, -26-252686); Form N-CSRS for June 30, 2026 (0001133228-26-011843); Form 486BPOS of April 30, 2026 (0001193125-26-197186); Schedule 13D/A of August 12, 2026 (0000038777-26-000220). Fill rates, tendered-to-offered ratios, average prices paid, annualized payouts, coverage ratios, the proration examples, borrowing share and fee-dollar examples are our arithmetic. The timing of the next notices is our inference. This is analysis of public documents, not investment, legal or tax advice.