FRANKLIN BSP LENDING CORP: Entry of Material Definitive Agreement, Financial Statements and Supporting Documents (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On April 1, 2022, Franklin BSP Credit Society (the “Company”) has entered into stock purchase agreements with certain investors (collectively, the “Purchase Agreements”) and related subscription agreements (collectively, the “Subscription Agreements”) for the sale of ordinary shares of the Company at net asset value per share (the “Ordinary Shares”) on each draw date. Investors are required to make capital contributions to purchase Common Shares whenever the Company issues a drawdown notice in an aggregate amount not exceeding their respective capital commitments. All purchases will generally be made subject to the terms and conditions set forth in the purchase agreements and subscription agreements, at a price per share as determined by the Board of Directors of the Company (the “Board”), which price will be determined prior to the issue of such ordinary shares and in accordance with the limitations provided for in article 23 of the 1940 law. Loan Advisor Franklin BSP, LLC (the “Advisor”), will sell additional shares to such investors at a discount or contribute other consideration, the sale or contributions of which will be non-dilutive to existing shareholders of the Company.

The Company intends to invest the proceeds of this offering in accordance with its investment strategy. The issue of common stock will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and the Regulations D under it. The Company has relied, in part, on statements by investors in the relevant Subscription Agreements that each Investor is an “accredited investor”, as defined in Regulation D of the Securities Act. Under the purchase agreements, the Company has agreed to achieve a liquidity event (as defined in the purchase agreement) of 100% of the common stock within three years from the date of the purchase agreements, subject to subject to the terms and conditions set forth in the purchase contract.

The above description is only a summary of the material terms of the Purchase Agreements and Subscription Agreements and is qualified in its entirety by reference to copies of the Purchase Agreement and Subscription Agreement forms, which are filed as Exhibit 1.1 and Exhibit 1.2 attached. and incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

No.       Description
  1.1       Form of Purchase Agreement.
  1.2       Form of Subscription Agreement.

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