Material Event Form 8 K

Item 8.01. Other Events.

On October 22, 2024, Franklin BSP Capital Corporation (the "Company") priced an offering of an additional $100 million aggregate principal amount of its 7.200% notes due 2029 (the "New Notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The New Notes will mature on June 15, 2029, and may be redeemed in whole or in part at the Company's option at any time or from time to time at the redemption prices set forth in the Indenture (defined below). The offering is expected to close on October 29, 2024, subject to customary closing conditions.

The New Notes will constitute "Additional Notes" under the Third Supplemental Indenture, dated May 6, 2024, which supplements that certain Indenture, dated as of March 29, 2021 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), governing the previously issued $300 million aggregate principal amount of 7.200% notes due 2029 (together with the New Notes, the "Notes").

The Company expects to use the net proceeds of the offering for general corporate purposes, including the repayment of indebtedness (which may include the Company's credit facilities).

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.