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Franklin BSP Lending Corp - Quarter Report: 2023 June (Form 10-Q)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 814-00821
FRANKLIN BSP LENDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Maryland 27-2614444
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification No.)
   
9 West 57th Street, 49th Floor, Suite 4920
New York, New York
 10019
(Address of Principal Executive Office) (Zip Code)

(212) 588-6770
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
NoneN/AN/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.




Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company ☐
Emerging growth company ☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares of the registrant's common stock, $0.001 par value, outstanding as of August 9, 2023 was 231,759,899.



FRANKLIN BSP LENDING CORPORATION
FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 2023

TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION  
PART II - OTHER INFORMATION




PART I - FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(dollars in thousands except share and per share data)
 June 30,December 31,
 20232022
(Unaudited)
ASSETS 
Investments, at fair value:
Control Investments, at fair value (amortized cost of $638,622 and $631,890, respectively)
$666,794 $665,915 
Affiliate Investments, at fair value (amortized cost of $105,748 and $108,357, respectively)
58,077 59,107 
Non-Affiliate Investments, at fair value (amortized cost of $2,230,532 and $2,186,884, respectively)
2,180,868 2,150,122 
Investments, at fair value (amortized cost of $2,974,902 and $2,927,131, respectively)
2,905,739 2,875,144 
Cash and cash equivalents59,862 54,852 
Interest and dividends receivable43,650 38,752 
Receivable for unsettled trades3,276 3,752 
Prepaid expenses and other assets9,054 7,378 
Total assets$3,021,581 $2,979,878 
LIABILITIES 
Debt (net of deferred financing costs of $7,947 and $9,665, respectively)
$1,246,250 $1,224,187 
Stockholder distributions payable27,798 27,292 
Management fees payable11,324 11,122 
Incentive fee on income payable10,750 9,699 
Accounts payable and accrued expenses27,699 27,616 
Interest and debt fees payable16,054 14,477 
Directors' fees payable171 28 
Total liabilities1,340,046 1,314,421 
Commitments and contingencies (Note 7)
NET ASSETS
Preferred stock, $.001 par value, 50,000,000 shares authorized, none issued and outstanding
— — 
Common stock, $.001 par value, 450,000,000 shares authorized;
269,429,703 issued and 231,759,899 outstanding at June 30, 2023,
and 262,627,186 issued and 228,658,723 outstanding at December 31, 2022
232 229 
Additional paid in capital2,146,819 2,124,264 
Total distributable loss(465,516)(459,036)
Total net assets1,681,535 1,665,457 
Total liabilities and net assets$3,021,581 $2,979,878 
Net asset value per share$7.26 $7.28 
The accompanying notes are an integral part of these consolidated financial statements.
4

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands except share and per share data)
(Unaudited)
For the three months ended June 30,For the six months ended June 30,
2023202220232022
Investment income:
From control investments:
Interest income$6,078 $4,571 $11,851 $9,157 
Dividend income14,084 15,754 27,213 32,034 
Fee and other income76 74 150 144 
Total investment income from control investments20,238 20,399 39,214 41,335 
From affiliate investments:
Interest income1,111 1,396 2,210 3,277 
Dividend income200 137 333 621 
Total investment income from affiliate investments1,311 1,533 2,543 3,898 
From non-affiliate investments:
Interest income65,484 39,423 127,086 77,982 
Fee and other income2,592 2,042 3,657 3,957 
Total investment income from non-affiliate investments68,076 41,465 130,743 81,939 
Interest from cash and cash equivalents592 20 1,007 21 
Total investment income90,217 63,417 173,507 127,193 
Operating expenses:
Management fees11,264 10,494 22,326 20,997 
Incentive fee on income10,508 7,124 20,094 14,380 
Interest and debt fees21,508 13,393 41,628 25,677 
Professional fees2,442 1,126 3,708 1,979 
Other general and administrative1,304 1,602 3,032 3,009 
Administrative services208 198 406 393 
Directors' fees380 232 628 505 
Total expenses47,614 34,169 91,822 66,940 
Income tax expense, including excise tax568 752 1,307 2,731 
Net investment income42,035 28,496 80,378 57,522 
Realized and unrealized gain (loss):
Net realized gain (loss)
Control investments6,840 6,841 
Affiliate investments816 392 816 504 
Non-Affiliate investments647 (1,253)(1,355)3,654 
Net realized gain (loss) on foreign currency transactions(2)308 (2)501 
Net realized loss on extinguishment of debt— — — (1,769)
Total net realized gain (loss)1,461 6,287 (535)9,731 
The accompanying notes are an integral part of these consolidated financial statements.
5

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands except share and per share data)
(Unaudited)
For the three months ended June 30,For the six months ended June 30,
2023202220232022
Net change in unrealized appreciation (depreciation) on investments
Control investments$(4,009)$(12,179)$(5,853)$(2,656)
Affiliate investments(298)(5,564)1,579 (4,520)
Non-Affiliate investments(9,578)(5,100)(12,902)(12,900)
Net change in deferred taxes30 (107)(39)122 
Total net change in unrealized appreciation (depreciation) on investments, net of change in deferred taxes(13,855)(22,950)(17,215)(19,954)
Net change in unrealized appreciation (depreciation) from forward currency exchange contracts— 214 — (325)
Net realized and unrealized gain (loss)(12,394)(16,449)(17,750)(10,548)
Net increase (decrease) in net assets resulting from operations$29,641 $12,047 $62,628 $46,974 
Per share information - basic and diluted
Net investment income (loss)$0.18 $0.14 $0.35 $0.28 
Net increase (decrease) in net assets resulting from operations
$0.13 $0.06 $0.27 $0.23 
Weighted average shares outstanding230,942,821 205,577,018 230,551,373 203,038,687 


The accompanying notes are an integral part of these consolidated financial statements.
6


FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(dollars in thousands except share and per share data)
(Unaudited)
 For the six months ended June 30,
20232022
Operations: 
Net investment income$80,378 $57,522 
Net realized gain (loss) from investments(533)10,999 
Net realized gain (loss) on foreign currency transactions(2)501 
Net realized loss on extinguishment of debt— (1,769)
Net change in unrealized depreciation on investments(17,176)(20,076)
Net change in deferred taxes(39)122 
Net change in unrealized depreciation from forward currency exchange contracts— (325)
Net increase in net assets resulting from operations
62,628 46,974 
Stockholder distributions:
Distributions (69,108)(61,263)
Net decrease in net assets from stockholder distributions
(69,108)(61,263)
Capital share transactions:
Issuance of common stock, net of issuance costs36,324 79,441 
Reinvestment of stockholder distributions13,642 13,630 
Repurchases of common stock(27,408)(23,571)
Net increase in net assets from capital share transactions22,558 69,500 
Total increase in net assets16,078 55,211 
Net assets at beginning of period1,665,457 1,509,492 
Net assets at end of period$1,681,535 $1,564,703 
Net asset value per common share$7.26 $7.42 
Common shares outstanding at end of period231,759,899 210,809,173 

The accompanying notes are an integral part of these consolidated financial statements.
7

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
 For the six months ended June 30,
20232022
Operating activities: 
Net increase in net assets resulting from operations$62,628 $46,974 
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:
Payment-in-kind interest income(5,806)(5,472)
Net accretion of discount on investments(3,979)(4,326)
Amortization of deferred financing costs1,718 1,456 
Amortization of discount on unsecured notes532 619 
Sales and repayments of investments110,240 216,780 
Purchases of investments(148,759)(194,050)
Net realized (gain) loss from investments533 (10,999)
Net realized (gain) loss on foreign currency transactions(501)
Net realized loss on extinguishment of debt— 1,769 
Net change in unrealized depreciation on investments
17,176 20,076 
Net change in unrealized depreciation from forward currency exchange contracts— 325 
(Increase) decrease in operating assets:
Interest and dividends receivable(4,898)(8,033)
Receivable for unsettled trades476 24,243 
Prepaid expenses and other assets(1,676)2,307 
Increase (decrease) in operating liabilities:
Management fees payable202 50 
        Incentive fee on income payable1,051 568 
 Accounts payable and accrued expenses83 (5,553)
Payable for unsettled trades— (34,199)
             Interest and debt fees payable1,577 (1,995)
             Directors' fees payable143 (93)
Net cash provided by operating activities31,243 49,946 
Financing activities: 
Proceeds from issuance of shares of common stock, net36,324 79,441 
Repurchases of common stock(27,408)(23,571)
Proceeds from debt165,825 129,000 
Payments on debt(146,012)(211,500)
Payments of financing costs— (3,918)
Stockholder distributions(54,960)(46,225)
Net cash used in financing activities(26,231)(76,773)
Net increase (decrease) in cash and cash equivalents5,012 (26,827)
Effect of foreign currency exchange rates(2)501 
Cash and cash equivalents, beginning of period54,852 42,774 
Cash and cash equivalents, end of period$59,862 $16,448 
Supplemental information: 
Interest and non-usage fees paid during the period$36,035 $25,416 
The accompanying notes are an integral part of these consolidated financial statements.
8

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
 For the six months ended June 30,
20232022
Net taxes, including excise tax, paid during the period$2,571 $1,808 
Distributions reinvested during the period$13,642 $13,630 
The accompanying notes are an integral part of these consolidated financial statements.
9

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Senior Secured First Lien Debt - 120.8% (b)
1236904 BC, Ltd. (c) (h)Software/Services
L+ 7.50% (12.65%), 3/4/2027
$10,441 $10,315 $10,600 0.6 %
1236904 BC, Ltd. (c) (h) (i)Software/Services
S+ 5.61% (10.72%), 3/4/2027
18,349 17,957 17,743 1.1 %
Absolute Software Corp. (a) (c) (i)Software/Services
L+ 6.00% (11.19%), 7/1/2027
44,864 44,265 44,864 2.7 %
ADCS Clinics Intermediate Holdings, LLC (c)Healthcare
S+ 6.50% (11.94%), 5/7/2027
2,780 2,780 2,742 0.2 %
ADCS Clinics Intermediate Holdings, LLC (c) (h)Healthcare
L+ 6.50% (11.87%), 5/7/2027
13,564 13,390 13,378 0.8 %
Alera Group Intermediate Holdings, Inc. (c)Financials
S+ 6.50% (11.70%), 10/2/2028
5,861 5,759 5,760 0.3 %
Alera Group Intermediate Holdings, Inc. (c)Financials
S+ 6.50% (11.70%), 10/2/2028
9,356 9,356 9,194 0.5 %
Arch Global Precision, LLC (c)Industrials
S+ 4.75% (10.09%), 4/1/2026
2,344 2,344 2,344 0.1 %
Arch Global Precision, LLC (c) (h) (i)Industrials
L+ 4.75% (10.02%), 4/1/2026
7,441 7,422 7,441 0.5 %
Arctic Holdco, LLC (c)Paper & Packaging
S+ 6.00% (11.34%), 12/23/2026
915 915 901 0.1 %
Arctic Holdco, LLC (c) (h) (i)Paper & Packaging
S+ 6.00% (11.34%), 12/23/2026
60,360 59,619 59,455 3.5 %
Armada Parent, Inc. (c)Industrials
S+ 5.75% (11.11%), 10/29/2027
44,491 43,849 43,775 2.6 %
Armada Parent, Inc. (c)Industrials
S+ 5.75% (11.11%), 10/29/2027
2,242 2,242 2,205 0.1 %
Avalara, Inc. (c)Software/Services
S+ 7.25% (12.49%), 10/19/2028
40,296 39,406 39,405 2.3 %
Aventine Holdings, LLC (c)Media/Entertainment
S+ 6.00% (11.34%) 4.00% PIK, 6/18/2027
10,591 10,591 10,452 0.6 %
Aventine Holdings, LLC (c)Media/Entertainment
10.25% PIK, 6/18/2027
26,069 25,663 25,508 1.5 %
Aventine Holdings, LLC (c) (i)Media/Entertainment
S+ 6.00% (11.34%) 4.00% PIK, 6/18/2027
26,754 26,391 26,404 1.6 %
Axiom Global, Inc. (c) (h) (i)Business Services
S+ 4.75% (9.94%), 10/1/2026
20,211 20,106 20,211 1.2 %
BCPE Oceandrive Buyer, Inc. (c)Healthcare
L+ 6.25% (11.46%), 12/30/2026
3,425 3,425 3,308 0.2 %
BCPE Oceandrive Buyer, Inc. (c)Healthcare
L+ 6.25% (11.52%) 3.00% PIK, 12/29/2028
1,735 1,735 1,676 0.1 %
BCPE Oceandrive Buyer, Inc. (c) (i)Healthcare
L+ 6.25% (11.52%) 3.00% PIK, 12/29/2028
3,415 3,415 3,299 0.2 %
BCPE Oceandrive Buyer, Inc. (c) (i)Healthcare
L+ 6.25% (11.52%) 3.00% PIK, 12/29/2028
20,492 20,132 19,793 1.2 %
Black Mountain Sand, LLC (c)Energy
L+ 9.00% (14.48%), 6/30/2024
1,641 1,638 1,641 0.1 %
Capstone Logistics (c)Transportation
S+ 4.75% (9.95%), 11/12/2027
1,110 1,110 1,110 0.1 %
Capstone Logistics (c) (h)Transportation
S+ 4.75% (9.95%), 11/12/2027
18,917 18,804 18,917 1.1 %
CHA Holdings, Inc. (c) (i)Business Services
S+ 4.50% (10.00%), 4/10/2025
512 498 512 0.0 %
Cold Spring Brewing, Co. (c) (h) (i)Food & Beverage
S+ 4.75% (9.30%), 12/19/2025
6,553 6,525 6,554 0.4 %
Communication Technology Intermediate, LLC (c)Business Services
S+ 5.50% (10.70%), 5/5/2027
205 205 205 0.0 %
Communication Technology Intermediate, LLC (c) (h)Business Services
S+ 5.50% (10.70%), 5/5/2027
17,800 17,572 17,800 1.1 %
Communication Technology Intermediate, LLC (c) (i)Business Services
S+ 5.50% (10.70%), 5/5/2027
6,192 6,192 6,192 0.4 %
Corfin Industries, LLC (c)Industrials
S+ 6.00% (11.38%), 12/27/2027
1,590 1,590 1,590 0.1 %
Corfin Industries, LLC (c)Industrials
S+ 6.00% (11.38%), 12/27/2027
9,678 9,335 9,679 0.6 %
Corfin Industries, LLC (c) (h) (i)Industrials
L+ 5.75% (10.99%), 2/5/2026
16,268 16,117 16,268 1.0 %
Cornerstone Chemical, Co.Chemicals
10.25% PIK, 9/1/2027
14,850 14,600 12,808 0.8 %
CRS-SPV, Inc. (c) (o)Industrials
S+ 6.00% (11.20%), 3/8/2024
62 62 62 0.0 %
Drilling Info Holdings, Inc. (c) (i)Business Services
S+ 4.25% (9.45%), 7/30/2025
6,916 6,806 6,916 0.4 %
Dynagrid Holdings, LLC (c) (h)Utilities
L+ 6.00% (11.54%), 12/18/2025
3,862 3,809 3,862 0.2 %
Dynagrid Holdings, LLC (c) (i)Utilities
L+ 6.00% (11.54%), 12/18/2025
14,066 13,909 14,066 0.8 %
Eliassen Group, LLC (c)Business Services
S+ 5.50% (10.69%), 4/14/2028
437 437 433 0.0 %
Eliassen Group, LLC (c) (i)Business Services
S+ 5.50% (10.84%), 4/14/2028
11,527 11,434 11,426 0.7 %
Faraday Buyer, LLC (c)Utilities
S+ 7.00% (11.87%), 10/11/2028
26,067 25,378 25,379 1.5 %
The accompanying notes are an integral part of these consolidated financial statements.
10

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Faraday Buyer, LLC (c)Utilities
S+ 7.00% (12.04%), 10/11/2028
$1,949 $1,949 $1,898 0.1 %
FGT Purchaser, LLC (c)Consumer
S+ 5.50% (10.84%), 9/13/2027
836 836 836 0.0 %
FGT Purchaser, LLC (c) (h)Consumer
S+ 5.50% (10.84%), 9/13/2027
21,123 20,827 21,123 1.3 %
First Eagle Holdings, Inc. (c)Financials
S+ 6.50% (11.33%), 3/1/2027
15,000 14,638 14,640 0.9 %
Foresight Energy Operating, LLC (c) (p)Energy
S+ 8.00% (13.34%), 6/30/2027
1,071 1,071 1,071 0.1 %
Galway Borrower, LLC (c) (h)Financials
S+ 5.25% (10.59%), 9/29/2028
29,622 29,258 29,104 1.7 %
Geosyntec Consultants, Inc. (c)Business Services
S+ 5.25% (10.35%), 5/18/2029
27,099 26,701 26,701 1.6 %
Geosyntec Consultants, Inc. (c)Business Services
S+ 5.25% (10.35%), 5/18/2029
6,345 6,345 6,252 0.4 %
Geosyntec Consultants, Inc. (c)Business Services
S+ 5.25% (10.35%), 5/18/2027
325 325 321 0.0 %
Green Energy Partners/Stonewall, LLC (c)Utilities
L+ 6.00% (11.54%), 11/12/2026
10,193 10,055 10,194 0.6 %
Higginbotham Insurance Agency, Inc. (c)Financials
S+ 5.25% (10.50%), 11/25/2026
6,819 6,819 6,819 0.4 %
Higginbotham Insurance Agency, Inc. (c) (h)Financials
S+ 5.25% (10.45%), 11/25/2026
14,552 14,455 14,552 0.9 %
Hospice Care Buyer, Inc. (c)Healthcare
S+ 6.50% (11.86%), 12/9/2026
4,507 4,507 4,456 0.3 %
Hospice Care Buyer, Inc. (c)Healthcare
S+ 6.50% (11.70%), 12/9/2026
2,775 2,775 2,745 0.2 %
Hospice Care Buyer, Inc. (c)Healthcare
S+ 6.50% (11.84%), 12/9/2026
2,096 2,047 2,072 0.1 %
Hospice Care Buyer, Inc. (c) (h)Healthcare
S+ 6.50% (11.65%), 12/9/2026
24,189 23,746 23,916 1.4 %
Hospice Care Buyer, Inc. (c) (h)Healthcare
S+ 6.50% (11.65%), 12/9/2026
17,916 17,650 17,714 1.1 %
ICR Operations, LLC (c)Business Services
S+ 5.25% (10.64%), 11/22/2028
41,840 41,195 41,074 2.4 %
ICR Operations, LLC (c)Business Services
S+ 5.25% (10.50%), 11/22/2027
1,931 1,931 1,895 0.1 %
Ideal Tridon Holdings, Inc. (c)Industrials
S+ 6.75% (11.92%), 4/5/2028
819 819 796 0.0 %
Ideal Tridon Holdings, Inc. (c) (h) (i)Industrials
S+ 6.75% (11.67%), 4/5/2028
30,651 29,776 29,775 1.8 %
IG Investments Holdings, LLC (c) (h)Business Services
S+ 6.00% (11.15%), 9/22/2028
17,540 17,278 17,380 1.0 %
IG Investments Holdings, LLC (c) (h)Business Services
S+ 6.00% (11.15%), 9/22/2028
316 314 313 0.0 %
Indigo Buyer, Inc. (c)Paper & Packaging
S+ 6.25% (11.51%), 5/23/2028
605 605 595 0.0 %
Indigo Buyer, Inc. (c)Paper & Packaging
S+ 6.25% (11.51%), 5/23/2028
21,120 20,775 20,756 1.2 %
Indigo Buyer, Inc. (c)Paper & Packaging
S+ 6.25% (11.39%), 5/23/2028
9,033 9,033 8,877 0.5 %
Indigo Buyer, Inc. (c)Paper & Packaging
S+ 6.25% (11.63%), 5/23/2028
7,982 7,982 7,844 0.5 %
Integrated Efficiency Solutions, Inc. (c) (o)Industrials
7.50%, 12/31/2025
1,414 1,414 1,414 0.1 %
Integrated Global Services, Inc. (c) (i)Industrials
L+ 6.00% (11.32%), 2/4/2026
11,211 11,114 11,211 0.7 %
Internap Corp. (c) (h) (o)Business Services
L+ 6.50% (11.36%), 5/8/2025
3,983 3,983 1,967 0.1 %
International Cruise & Excursions, Inc. (c) (i)Business Services
S+ 5.35% (10.45%), 6/6/2025
4,825 4,810 4,603 0.3 %
IQN Holding Corp. (c)Software/Services
S+ 5.25% (10.36%), 5/2/2028
169 169 168 0.0 %
IQN Holding Corp. (c) (i)Software/Services
S+ 5.25% (10.38%), 5/2/2029
11,159 11,068 11,068 0.7 %
K2 Intelligence Holdings, Inc. (c) (h) (i)Business Services
L+ 5.75% (11.29%), 9/23/2024
6,610 6,577 5,982 0.4 %
KidKraft, Inc. (c)Consumer
S+ 6.00% (11.24%), 6/30/2024
1,060 1,060 956 0.1 %
Kissner Milling Co., Ltd.Industrials
4.88%, 5/1/2028
2,983 2,983 2,668 0.2 %
Knowledge Pro Buyer, Inc. (c)Business Services
S+ 5.75% (10.94%), 12/10/2027
2,311 2,311 2,270 0.1 %
Knowledge Pro Buyer, Inc. (c)Business Services
S+ 5.75% (10.94%), 12/10/2027
607 607 597 0.0 %
Knowledge Pro Buyer, Inc. (c) (i)Business Services
S+ 5.75% (10.94%), 12/10/2027
24,428 24,066 24,001 1.4 %
Labrie Environmental Group, LLC (a) (c)Industrials
S+ 5.50% (10.70%), 9/1/2026
22,237 22,002 21,348 1.3 %
Lakeland Tours, LLC (c) (h) (i)Education
13.25% PIK, 9/25/2027
5,709 4,460 4,282 0.3 %
Lakeview Health Holdings, Inc. (c) (o)Healthcare
P+ 6.00% (14.25%) PIK, 10/15/2024
641 641 641 0.0 %
The accompanying notes are an integral part of these consolidated financial statements.
11

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Lakeview Health Holdings, Inc. (c) (o)Healthcare
P+ 6.00% (14.25%) PIK, 10/15/2024
$227 $227 $227 0.0 %
Lakeview Health Holdings, Inc. (c) (o)Healthcare
P+ 6.00% (14.25%) PIK, 10/15/2024
130 130 130 0.0 %
Lakeview Health Holdings, Inc. (c) (o) (t)Healthcare
P+ 4.50% (12.75%) PIK, 10/15/2024
1,837 664 580 0.0 %
Manna Pro Products, LLC (c)Consumer
S+ 6.00% (11.20%), 12/10/2026
3,976 3,976 3,817 0.2 %
Manna Pro Products, LLC (c)Consumer
S+ 6.00% (11.20%), 12/10/2026
1,962 1,962 1,883 0.1 %
Manna Pro Products, LLC (c) (i)Consumer
S+ 6.00% (11.20%), 12/10/2026
24,043 23,697 23,081 1.4 %
Manna Pro Products, LLC (c) (i)Consumer
S+ 6.00% (11.19%), 12/10/2026
1,895 1,870 1,820 0.1 %
Manna Pro Products, LLC (c) (i)Consumer
S+ 6.00% (10.84%), 12/10/2026
6,816 6,721 6,543 0.4 %
McDonald Worley, P.C. (c)Business Services
26.00% PIK, 12/31/2024
15,198 15,198 8,141 0.5 %
MCS Acquisition Corp. (c) (p)Business Services
L+ 6.00% (11.34%), 10/2/2025
768 768 768 0.0 %
Medical Depot Holdings, Inc. (c)Healthcare
S+ 10.00% (15.24%) 9.00% PIK, 6/1/2025
3,721 3,672 3,699 0.2 %
Medical Depot Holdings, Inc. (c) (h) (i)Healthcare
S+ 9.50% (14.08%) 4.00% PIK, 6/1/2025
20,863 20,630 19,273 1.1 %
Medical Management Resource Group, LLC (c)Healthcare
S+ 5.75% (11.16%), 9/30/2027
6,565 6,565 6,476 0.4 %
Medical Management Resource Group, LLC (c)Healthcare
S+ 5.75% (10.95%), 9/30/2026
530 530 523 0.0 %
Medical Management Resource Group, LLC (c) (h)Healthcare
S+ 5.75% (10.95%), 9/30/2027
15,896 15,671 15,681 0.9 %
MGTF Radio Company, LLC (c) (o)Media/Entertainment
S+ 6.00% (10.81%), 4/1/2024
46,521 46,500 39,380 2.3 %
Midwest Can Company, LLC (c) (h) (i)Paper & Packaging
S+ 8.00% (13.16%) 2.00% PIK, 3/2/2026
32,231 31,923 32,231 1.9 %
Miller Environmental Group, Inc. (c)Business Services
L+ 6.50% (12.25%), 3/15/2024
397 397 391 0.0 %
Miller Environmental Group, Inc. (c) (h) (i)Business Services
L+ 6.50% (11.69%), 3/15/2024
11,171 11,140 11,171 0.7 %
Miller Environmental Group, Inc. (c) (h) (i)Business Services
L+ 6.50% (11.69%), 3/15/2024
10,218 10,184 10,218 0.6 %
Mirra-Primeaccess Holdings, LLC (c)Healthcare
S+ 6.50% (11.72%), 7/29/2026
48,580 47,982 48,580 2.9 %
Mirra-Primeaccess Holdings, LLC (c)Healthcare
S+ 6.50% (11.72%), 7/29/2026
3,914 3,914 3,914 0.2 %
Monumental RSN, LLC (c)Media/Entertainment
S+ 6.00% (11.09%), 9/20/2027
6,938 6,879 7,007 0.4 %
Muth Mirror Systems, LLC (c)Technology
L+ 6.75% (11.89%), 4/23/2025
1,299 1,299 1,193 0.1 %
Muth Mirror Systems, LLC (c) (h) (i)Technology
L+ 6.75% (11.86%), 4/23/2025
14,662 14,573 13,467 0.8 %
New Star Metals, Inc. (c) (h) (i)Industrials
L+ 5.00% (10.54%), 1/9/2026
32,272 31,983 31,249 1.9 %
NTM Acquisition Corp. (h) (i)Media/Entertainment
S+ 7.25% (12.30%) 1.00% PIK, 6/7/2024
19,977 19,977 18,978 1.1 %
Odessa Technologies, Inc. (c) (h)Software/Services
S+ 5.75% (10.94%), 10/19/2027
14,270 14,066 14,018 0.8 %
ORG GC Holdings, LLC (c) (o)Business Services
L+ 6.50% (11.66%) PIK, 11/29/2026
9,615 9,615 9,615 0.6 %
Pie Buyer, Inc. (c)Food & Beverage
S+ 5.50% (11.09%), 4/5/2027
6,037 6,037 6,037 0.4 %
Pie Buyer, Inc. (c)Food & Beverage
S+ 5.50% (11.08%), 4/6/2026
552 552 552 0.0 %
Pie Buyer, Inc. (c)Food & Beverage
S+ 5.50% (10.87%), 4/5/2027
1,460 1,460 1,460 0.1 %
Pie Buyer, Inc. (c) (i)Food & Beverage
S+ 5.50% (10.57%), 4/5/2027
2,067 2,036 2,067 0.1 %
Pie Buyer, Inc. (c) (i)Food & Beverage
S+ 5.50% (11.09%), 4/5/2027
27,892 27,367 27,892 1.7 %
PlayPower, Inc. (c) (h) (i)Industrials
S+ 5.50% (10.57%), 5/8/2026
23,563 23,418 20,405 1.2 %
Pluralsight, LLC (c)Software/Services
S+ 8.00% (13.05%), 4/6/2027
801 801 764 0.0 %
Pluralsight, LLC (c) (h)Software/Services
S+ 8.00% (13.05%), 4/6/2027
18,826 18,590 17,966 1.1 %
Pluralsight, LLC (c) (h)Software/Services
S+ 8.00% (13.04%), 4/6/2027
6,728 6,640 6,421 0.4 %
Point Broadband Acquisition, LLC (c)Telecom
S+ 6.00% (11.19%), 10/2/2028
7,059 7,059 7,059 0.4 %
The accompanying notes are an integral part of these consolidated financial statements.
12

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Point Broadband Acquisition, LLC (c) (h)Telecom
S+ 6.00% (11.02%), 10/2/2028
$19,050 $18,692 $19,050 1.1 %
Premier Global Services, Inc. (c) (t)Telecom
P+ 5.50% (13.75%), 6/8/2023
5,024 4,908 — — %
Premier Global Services, Inc. (c) (t)Telecom
P+ 5.50% (13.75%), 4/7/2023
969 969 145 0.0 %
PSKW, LLC (c) (h) (i)Healthcare
S+ 6.25% (11.45%), 3/9/2026
29,025 28,700 29,025 1.7 %
Questex, Inc. (c) (h) (i)Media/Entertainment
L+ 5.00% (10.51%), 9/9/2024
15,260 15,199 14,946 0.9 %
Reddy Ice Corp. (c)Food & Beverage
L+ 6.50% (11.72%), 7/1/2025
1,773 1,766 1,738 0.1 %
Reddy Ice Corp. (c)Food & Beverage
L+ 6.00% (11.22%), 7/1/2025
1,454 1,454 1,425 0.1 %
Reddy Ice Corp. (c)Food & Beverage
L+ 6.00% (11.22%), 7/1/2025
4,790 4,790 4,696 0.3 %
Reddy Ice Corp. (c)Food & Beverage
P+ 5.00% (13.25%), 7/1/2024
493 493 484 0.0 %
Reddy Ice Corp. (c) (h) (i)Food & Beverage
L+ 6.50% (11.72%), 7/1/2025
18,852 18,664 18,485 1.1 %
Relativity Oda, LLC (c) (i)Software/Services
S+ 6.50% (11.70%), 5/12/2027
5,426 5,352 5,250 0.3 %
REP TEC Intermediate Holdings, Inc. (c)Software/Services
S+ 6.50% (11.89%), 6/19/2025
655 655 655 0.0 %
REP TEC Intermediate Holdings, Inc. (c) (h) (i)Software/Services
S+ 6.50% (11.55%), 6/19/2025
28,348 28,074 28,348 1.7 %
Roadsafe Holdings, Inc. (c)Industrials
S+ 5.75% (11.14%), 10/19/2027
10,093 10,093 9,928 0.6 %
Roadsafe Holdings, Inc. (c) (i)Industrials
S+ 5.75% (10.94%), 10/19/2027
7,714 7,611 7,588 0.5 %
RSC Acquisition, Inc. (c)Financials
S+ 5.50% (10.89%), 10/30/2026
706 706 706 0.0 %
RSC Acquisition, Inc. (c)Financials
S+ 5.50% (10.91%), 10/30/2026
3,854 3,854 3,854 0.2 %
RSC Acquisition, Inc. (c) (i)Financials
S+ 5.50% (10.89%), 10/30/2026
15,113 15,100 15,113 0.9 %
Saturn SHC Buyer Holdings, Inc. (c) (h)Healthcare
S+ 6.00% (11.21%), 11/18/2027
32,824 32,344 32,824 2.0 %
Sherlock Buyer Corp. (c) (i)Business Services
S+ 5.75% (11.09%), 12/8/2028
10,985 10,814 10,793 0.6 %
Simplifi Holdings, Inc. (c)Media/Entertainment
S+ 5.50% (10.75%), 10/1/2026
946 946 930 0.1 %
Simplifi Holdings, Inc. (c) (h)Media/Entertainment
S+ 5.50% (10.64%), 10/1/2027
34,928 34,433 34,345 2.0 %
Skillsoft Corp. (h)Technology
S+ 5.25% (10.51%), 7/14/2028
1,367 1,352 1,188 0.1 %
St. Croix Hospice Acquisition Corp. (c)Healthcare
L+ 6.00% (10.70%), 10/30/2026
2,794 2,794 2,794 0.2 %
St. Croix Hospice Acquisition Corp. (c) (i)Healthcare
L+ 6.00% (11.27%), 10/30/2026
25,291 25,010 25,291 1.5 %
Striper Buyer, LLC (c) (h)Paper & Packaging
L+ 5.50% (10.65%), 12/30/2026
12,205 12,132 12,205 0.7 %
Subsea Global Solutions, LLC (c)Business Services
S+ 6.75% (12.14%), 12/31/2023
963 963 963 0.1 %
Subsea Global Solutions, LLC (c)Business Services
S+ 6.75% (11.89%), 4/19/2024
2,720 2,709 2,720 0.2 %
Subsea Global Solutions, LLC (c) (i)Business Services
S+ 6.75% (12.14%), 4/19/2024
4,625 4,610 4,625 0.3 %
Subsea Global Solutions, LLC (c) (i)Business Services
S+ 6.75% (12.14%), 4/19/2024
7,019 7,001 7,019 0.4 %
SunMed Group Holdings, LLC (c) (h)Healthcare
S+ 5.75% (11.09%), 6/16/2028
8,918 8,808 8,785 0.5 %
Tax Defense Network, LLC (c) (p) (t)Consumer
L+ 6.00% (11.16%) PIK, 3/31/2023
7,704 3,833 196 0.0 %
Tax Defense Network, LLC (c) (p) (t)Consumer
10.00% PIK, 3/31/2023
4,481 2,986 4,481 0.3 %
Tax Defense Network, LLC (c) (p) (t)Consumer
L+ 6.00% (11.16%) PIK, 3/31/2023
42,207 21,646 1,076 0.1 %
The NPD Group, LP (c)Business Services
S+ 6.25% (11.39%) 2.75% PIK, 12/1/2028
34,527 33,950 33,936 2.0 %
The NPD Group, LP (c)Business Services
S+ 5.75% (10.92%), 12/1/2027
154 154 151 0.0 %
Therapy Brands Holdings, LLC (c) (h)Healthcare
L+ 4.00% (9.15%), 5/18/2028
4,305 4,293 4,305 0.3 %
Trinity Air Consultants Holdings Corp. (c)Business Services
L+ 5.25% (10.69%), 6/29/2027
4,110 4,110 4,048 0.2 %
Trinity Air Consultants Holdings Corp. (c) (h)Business Services
L+ 5.25% (10.62%), 6/29/2027
20,424 20,152 20,118 1.2 %
Triple Lift, Inc. (c)Software/Services
S+ 5.25% (10.30%), 5/5/2028
1,265 1,265 1,214 0.1 %
Triple Lift, Inc. (c) (i)Software/Services
S+ 5.50% (10.87%), 5/5/2028
28,119 27,719 26,994 1.6 %
The accompanying notes are an integral part of these consolidated financial statements.
13

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
University of St. Augustine Acquisition Corp. (c) (h) (i)Education
S+ 4.25% (9.50%), 2/2/2026
$23,157 $22,943 $23,157 1.4 %
Urban One, Inc. (a)Media/Entertainment
7.38%, 2/1/2028
1,561 1,561 1,361 0.1 %
US Oral Surgery Management Holdco, LLC (c)Healthcare
S+ 6.00% (11.34%), 11/18/2027
4,821 4,821 4,773 0.3 %
US Oral Surgery Management Holdco, LLC (c)Healthcare
S+ 6.50% (11.94%), 11/18/2027
2,447 2,447 2,423 0.1 %
US Oral Surgery Management Holdco, LLC (c) (h)Healthcare
L+ 6.00% (11.38%), 11/18/2027
12,173 11,995 12,051 0.7 %
US Salt Investors, LLC (c)Chemicals
S+ 5.50% (10.89%), 7/19/2028
19,831 19,545 19,460 1.2 %
Vantage Mobility International, LLC (c) (p) (t)Transportation
P+ 5.00% (13.25%) PIK, 3/21/2024
2,074 251 — — %
Vantage Mobility International, LLC (c) (p) (t)Transportation
P+ 5.00% (13.25%) PIK, 3/21/2024
266 244 — — %
Vensure Employer Services, Inc. (c) (i)Business Services
S+ 4.75% (9.99%), 4/1/2027
11,822 11,767 11,822 0.7 %
Victors CCC Buyer, LLC (c)Business Services
S+ 5.75% (11.02%), 6/1/2029
16,862 16,577 16,577 1.0 %
Victors CCC Buyer, LLC (c)Business Services
S+ 5.75% (11.02%), 6/1/2029
477 477 467 0.0 %
West Coast Dental Services, Inc. (c)Healthcare
S+ 5.50% (10.73%), 7/1/2028
810 810 798 0.0 %
West Coast Dental Services, Inc. (c)Healthcare
S+ 5.50% (10.69%), 7/1/2028
19,665 19,377 19,378 1.2 %
West Coast Dental Services, Inc. (c)Healthcare
S+ 5.50% (10.64%), 7/1/2028
679 679 669 0.0 %
Westwood Professional Services, Inc. (c)Business Services
L+ 6.00% (10.38%), 5/26/2026
2,705 2,705 2,705 0.2 %
Westwood Professional Services, Inc. (c) (i)Business Services
L+ 6.00% (10.38%), 5/26/2026
8,517 8,418 8,517 0.5 %
WHCG Purchaser III, Inc. (c)Healthcare
L+ 5.75% (10.91%), 6/22/2028
7,042 7,042 5,165 0.3 %
WHCG Purchaser III, Inc. (c)Healthcare
L+ 5.75% (10.91%), 6/22/2026
4,213 4,213 3,400 0.2 %
WHCG Purchaser III, Inc. (c) (h)Healthcare
L+ 5.75% (10.91%), 6/22/2028
28,977 28,565 21,257 1.3 %
WIN Holdings III Corp. (c) (h)Consumer
S+ 5.25% (10.69%), 7/16/2028
29,785 29,356 29,785 1.8 %
WMK, LLC (c)Business Services
S+ 5.75% (11.14%), 9/5/2025
336 335 336 0.0 %
WMK, LLC (c)Business Services
S+ 5.75% (10.95%), 9/5/2024
2,618 2,618 2,618 0.2 %
WMK, LLC (c)Business Services
S+ 5.75% (11.14%), 9/5/2025
10,735 10,735 10,735 0.6 %
WMK, LLC (c)Business Services
S+ 5.75% (11.18%), 9/5/2025
7,705 7,459 7,705 0.5 %
WMK, LLC (c) (h) (i)Business Services
S+ 5.75% (10.89%), 9/5/2025
17,302 17,194 17,302 1.0 %
WMK, LLC (c) (i)Business Services
S+ 5.75% (11.14%), 9/5/2025
2,437 2,433 2,437 0.2 %
WMK, LLC (c) (i)Business Services
S+ 5.75% (11.03%), 9/5/2025
3,561 3,500 3,561 0.2 %
Zendesk, Inc. (c)Software/Services
S+ 7.00% (12.25%) 3.50% PIK, 11/22/2028
43,176 42,406 42,398 2.5 %
Subtotal Senior Secured First Lien Debt$2,096,325 $2,030,744 120.8 %
Senior Secured Second Lien Debt - 11.8% (b)
Accentcare, Inc. (c) (h)Healthcare
L+ 8.75% (14.23%), 6/21/2027
$30,152 $29,742 $25,026 1.5 %
Anchor Glass Container Corp. (c) (t)Paper & Packaging
L+ 7.75% (12.99%), 12/7/2024
6,667 5,735 2,003 0.1 %
Aruba Investments Holdings, LLC (c) (i)Chemicals
L+ 7.75% (12.94%), 11/24/2028
3,759 3,721 3,577 0.2 %
Astro AB Merger Sub, Inc. (a) (c) (h) (t)Financials
L+ 8.00% (13.27%), 4/30/2025
8,162 8,066 3,510 0.2 %
Carlisle FoodService Products, Inc. (c)Consumer
S+ 7.75% (12.95%), 3/20/2026
10,719 10,646 10,166 0.6 %
CommerceHub, Inc. (c)Technology
S+ 7.00% (12.22%), 12/29/2028
12,360 12,317 10,506 0.6 %
Corelogic, Inc.Business Services
L+ 6.50% (11.75%), 6/4/2029
10,808 10,728 8,672 0.5 %
HAH Group Holding Company, LLC (c) (h)Healthcare
S+ 8.50% (13.71%), 10/30/2028
12,445 12,237 12,445 0.7 %
Integrated Efficiency Solutions, Inc. (c) (o)Industrials
10.00% PIK, 12/31/2026
1,668 1,208 659 0.0 %
Mercury Merger Sub, Inc. (c)Business Services
L+ 6.50% (11.69%), 8/2/2029
13,965 13,876 13,519 0.8 %
The accompanying notes are an integral part of these consolidated financial statements.
14

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
ORG GC Holdings, LLC (c) (o)Business Services
18.00% PIK, 11/29/2027
$4,492 $4,492 $4,227 0.3 %
PetVet Care Centers, LLC (h)Healthcare
L+ 6.25% (11.44%), 2/13/2026
3,539 3,533 3,219 0.2 %
Project Boost Purchaser, LLC (c)Business Services
S+ 8.00% (13.22%), 5/31/2027
1,848 1,848 1,848 0.1 %
Proofpoint, Inc. (c) (h)Software/Services
S+ 6.25% (11.47%), 8/31/2029
7,842 7,812 7,502 0.5 %
QuickBase, Inc. (c)Technology
L+ 8.00% (13.15%), 4/2/2027
7,484 7,414 7,484 0.4 %
RealPage, Inc. (i)Software/Services
L+ 6.50% (11.65%), 4/23/2029
13,647 13,498 13,181 0.8 %
Recess Holdings, Inc. (c) (h)Industrials
L+ 7.75% (13.02%), 9/29/2025
16,134 16,055 16,134 1.0 %
SSH Group Holdings, Inc. (c)Education
L+ 8.25% (13.41%), 7/30/2026
10,122 10,083 10,122 0.6 %
Therapy Brands Holdings, LLC (c) (h)Healthcare
L+ 6.75% (11.90%), 5/18/2029
4,654 4,630 4,654 0.3 %
Travelpro Products, Inc. (a) (c)Consumer
13.00%, 2.00% PIK, 11/20/2024
3,013 3,013 3,013 0.2 %
Travelpro Products, Inc. (a) (c) (m)Consumer
13.00%, 2.00% PIK, 11/20/2024
CAD3,480 2,698 2,628 0.2 %
USIC Holdings, Inc. (c) (h)Business Services
L+ 6.50% (11.69%), 5/14/2029
5,798 5,755 5,589 0.3 %
Vantage Mobility International, LLC (c) (p) (t)Transportation
P+ 5.00% (13.25%) PIK, 3/21/2024
1,286 17 — — %
Vantage Mobility International, LLC (c) (p) (t)Transportation
P+ 5.00% (13.25%) PIK, 3/21/2024
4,174 2,914 — — %
Victory Buyer, LLC (c)Industrials
S+ 7.00% (12.51%), 11/19/2029
31,686 31,427 29,405 1.7 %
Subtotal Senior Secured Second Lien Debt$223,465 $199,089 11.8 %
Subordinated Debt - 8.2% (b)
Post Road Equipment Finance, LLC (c) (o)Financials
L+ 7.75% (13.01%), 12/31/2028
$24,000 $24,000 $24,000 1.4 %
Post Road Equipment Finance, LLC (c) (o)Financials
L+ 7.75% (13.01%), 12/31/2028
38,100 37,993 38,099 2.3 %
Post Road Equipment Finance, LLC (c) (o)Financials
L+ 7.75% (13.01%), 12/31/2028
1,000 1,000 1,000 0.1 %
Siena Capital Finance, LLC (c) (o)Financials
12.50%, 11/26/2026
74,500 74,500 74,500 4.4 %
Subtotal Subordinated Debt$137,493 $137,599 8.2 %
Collateralized Securities - 1.6% (b)
Collateralized Securities - Debt Investments
NewStar Arlington Senior Loan Program, LLC 14-1A FR (a) (c) (p)Diversified Investment Vehicles
L+ 11.00% (16.26%), 4/25/2031
$4,750 $4,611 $4,180 0.2 %
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (a) (c) (p)Diversified Investment Vehicles
L+ 7.50% (12.75%), 1/20/2027
10,728 10,422 9,228 0.6 %
Whitehorse, Ltd. 2014-1A E (a) (c) (p)Diversified Investment Vehicles
L+ 4.55% (9.85%) PIK, 5/1/2026
6,454 6,427 5,553 0.3 %
Collateralized Securities - Equity Investments (n)
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (a) (c) (k) (p)Diversified Investment Vehicles
15.30%, 4/25/2031
$31,603 $10,336 $8,199 0.5 %
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (a) (c) (k) (p)Diversified Investment Vehicles
0.00%, 1/20/2027
31,575 6,285 — — %
OFSI Fund, Ltd. 2014-6A Side Letter (a) (c)Diversified Investment Vehicles
0.00%, 3/20/2025
1,970 47 — — %
Whitehorse, Ltd. 2014-1A Side Letter (a) (c) (p)Diversified Investment Vehicles
0.00%, 5/1/2026
1,886 134 — — %
Whitehorse, Ltd. 2014-1A SUB (a) (c) (k) (p)Diversified Investment Vehicles
0.00%, 5/1/2026
36,000 6,965 — — %
Subtotal Collateralized Securities$45,227 $27,160 1.6 %
Equity/Other - 30.4% (b) (d)
Baker Hill Acquisition, LLC (c) (e)Financials22,653 $— $— — %
Black Mountain Sand, LLC (c) (e) (u)Energy55,463 — 2,120 0.1 %
The accompanying notes are an integral part of these consolidated financial statements.
15

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Cirque Du Soleil Holding USA Newco, Inc. (a) (e) (p)Media/Entertainment539,708 $1,224 $5,639 0.3 %
Cirque Du Soleil Holding USA Newco, Inc. (a) (e) (p)Media/Entertainment874,000 437 2,366 0.1 %
Clover Technologies Group, LLC (c) (e)Industrials180,274 1,153 52 0.0 %
Clover Technologies Group, LLC (c) (e)Industrials2,753 275 1,122 0.1 %
CRS-SPV, Inc. (c) (e) (o)Industrials246 2,219 1,559 0.1 %
Danish CRJ, Ltd. (a) (c) (e) (o) (r)Transportation5,002 — — — %
Del Real, LLC (c) (e) (u)Food & Beverage670,510 382 221 0.0 %
Dyno Acquiror, Inc. (c) (e)Consumer134,102 58 21 0.0 %
FBLC Senior Loan Fund, LLC (a) (c) (j) (o)Diversified Investment Vehicles304,934 304,934 304,934 18.2 %
First Eagle Greenway Fund II, LLC (a) (e) (p)Diversified Investment Vehicles5,329 3,977 413 0.0 %
Foresight Energy Operating, LLC (c) (e) (p) (u)Energy158,093 2,087 3,519 0.2 %
HemaSource, Inc. (c) (e) (v)Healthcare223,503 168 818 0.0 %
Integrated Efficiency Solutions, Inc. (c) (e) (o) (u)Industrials55,991 — — — %
Integrated Efficiency Solutions, Inc. (c) (e) (o) (u)Industrials57,427 — — — %
Internap Corp. (c) (e) (o)Business Services1,293,189 543 — — %
Jakks Pacific, Inc. (c)Consumer5,303 242 788 0.0 %
Kahala Ireland OpCo Designated Activity Company (a) (c) (e) (o) (x)Transportation3,250,000 — 3,250 0.2 %
Kahala Ireland OpCo Designated Activity Company (a) (c) (o) (x)Transportation— 1,548 0.1 %
Kahala US OpCo, LLC (a) (c) (e) (o) (w)Transportation4,413,472 — — — %
KidKraft, Inc. (c) (e) (u)Consumer2,682,257 — 751 0.1 %
Lakeview Health Holdings, Inc. (c) (e) (o)Healthcare5,272 — — — %
McDonald Worley, P.C. (c) (e)Business Services20,167 20 4,542 0.3 %
MCS Acquisition Corp. (c) (e) (p)Business Services 31,521 4,103 747 0.0 %
MCS Acquisition Corp. (c) (e) (p)Business Services693,977 694 694 0.0 %
MGTF Holdco, LLC (c) (e) (o) (u)Media/Entertainment402,000 — — — %
Motor Vehicle Software Corp. (c) (e) (v)Business Services223,503 318 308 0.0 %
ORG GC Holdings, LLC (c) (e) (o) (u)Business Services93,380 212 — — %
ORG GC Holdings, LLC (c) (e) (o) (u)Business Services1,771 — — — %
PennantPark Credit Opportunities Fund II, LP (a) (e) (p)Diversified Investment Vehicles8,739 751 1,121 0.1 %
Point Broadband Acquisition, LLC (c) (e) (u)Telecom2,550,487 2,550 3,407 0.2 %
Post Road Equipment Finance, LLC (c) (o) (u)Financials79,479 81,786 81,692 5.0 %
RMP Group, Inc. (c) (e) (u)Financials223 164 360 0.0 %
Siena Capital Finance, LLC (c) (o)Financials41,789,400 42,499 77,310 4.6 %
Skillsoft Corp. (e) (s)Technology248,712 2,636 308 0.0 %
Smile Brands, Inc. (c) (e)Healthcare712 — 305 0.0 %
Squan Holding Corp. (c) (e)Telecom180,835 — — — %
Tax Defense Network, LLC (c) (e) (p)Consumer147,099 425 — — %
The accompanying notes are an integral part of these consolidated financial statements.
16

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



Portfolio Company (f) (g) (q)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Tax Defense Network, LLC (c) (e) (p)Consumer633,382 $— $— — %
Tennenbaum Waterman Fund, LP (a) (p)Diversified Investment Vehicles10,000 10,000 8,826 0.5 %
Travelpro Products, Inc. (a) (c) (e)Consumer447,007 506 791 0.1 %
United Biologics, LLC (c) (e) (u)Healthcare39,769 132 — — %
United Biologics, LLC (c) (e) (u)Healthcare3,155 — — — %
United Biologics, LLC (c) (e) (u)Healthcare4,206 31 — — %
United Biologics, LLC (c) (e) (u)Healthcare99,236 — — — %
United Biologics, LLC (c) (e) (u)Healthcare223 35 — — %
USASF Holdco, LLC (c) (e) (u)Financials10,000 10 — — %
USASF Holdco, LLC (c) (e) (u)Financials490 490 — — %
USASF Holdco, LLC (c) (e) (u)Financials139 139 — — %
Vantage Mobility International, LLC (c) (e) (p)Transportation512,923 — — — %
Vantage Mobility International, LLC (c) (e) (p)Transportation4,848,027 3,140 — — %
Vantage Mobility International, LLC (c) (e) (p)Transportation1,940,977 — — — %
World Business Lenders, LLC (c) (e)Financials922,669 3,750 1,615 0.1 %
WPNT, LLC (c) (e) (o) (u)Media/Entertainment402,000 — — — %
Wythe Will Tzetzo, LLC (c) (e) (u)Food & Beverage22,312 302 — — %
YummyEarth, Inc. (c) (e)Food & Beverage223 — — — %
Subtotal Equity/Other$472,392 $511,147 30.4 %
TOTAL INVESTMENTS - 172.8% (b)
$2,974,902 $2,905,739 172.8 %
_____________
(a)All of the Company's investments, except the investments noted by this footnote, are qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. Qualifying assets represent 85.6% of the Company's total assets. The significant majority of all investments held are deemed to be illiquid.
(b)Percentages are based on net assets as of June 30, 2023.
(c)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(d)All amounts are in thousands except share amounts.
(e)Non-income producing at June 30, 2023.
(f)The Company has various unfunded commitments to portfolio companies. Please refer to Note 7 - Commitments and Contingencies for details of these unfunded commitments.
(g)Unless otherwise indicated, all of the Company's investments or a portion thereof are pledged as collateral under the JPM Revolver Facility.
(h)The Company's investment or a portion thereof is pledged as collateral under the JPM Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(i)The Company's investment or a portion thereof is pledged as collateral under the Wells Fargo Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(j)The Company's investment falls under the definition of a significant subsidiary, as it exceeded the threshold of at least one of the tests under Rule 4-08(g), or exceeded the threshold of at least one of the tests under Rule 3-09. See Note 3 for summarized financial information.
(k)The Collateralized Securities - subordinated notes are treated as equity investments and are entitled to recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying fund’s securities less contractual payments to debt holders and fund expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.
The accompanying notes are an integral part of these consolidated financial statements.
17

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



(l)The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L"), Secured Overnight Financing Rate ("SOFR" or "S"), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, the Company has provided the spread over the relevant reference rate and the current interest rate in effect at June 30, 2023. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.
(m)The principal amount (par amount) is denominated in Canadian Dollars ("CAD").
(n)For equity investments in Collateralized Securities, the effective yield is presented in place of the investment coupon rate for each investment. Refer to footnote (k) for a further description of an equity investment in a Collateralized Security.
(o)The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be "non-controlled" when the Company owns 25% or less of the portfolio company's voting securities and/or does not have the power to exercise control over the management or policies of such portfolio company. A company is generally presumed to be "controlled" when the Company owns more than 25% of the portfolio company's voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The Company classifies this investment as "controlled".
(p)The provisions of the 1940 Act classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as "non-affiliated" when the Company owns less than 5% of a portfolio company's voting securities and "affiliated" when the Company owns 5% or more of a portfolio company's voting securities. The Company classifies this investment as "affiliated".
(q)Unless otherwise indicated, all investments in the Consolidated Schedules of Investments are non-affiliated, non-controlled investments.
(r)The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 49% of the operating company, Danish CRJ LTD.
(s)The investment is not a restricted security. All other securities are restricted securities.
(t)The investment is on non-accrual status as of June 30, 2023.
(u)Investments are held in the taxable wholly-owned, consolidated subsidiary, 54th Street Equity Holdings, Inc.
(v)The investment is held through BSP TCAP Acquisition Holdings LP, which is an affiliated acquisition entity. Due to certain restrictions, such as limits on the number of partners allowable within the equity structures of the newly acquired investments, these investments are still held within the acquisition entity as of June 30, 2023.
(w)The Company's investment is held through the consolidated subsidiaries, Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which own 100% of the equity of the operating company, Kahala US OpCo LLC.
(x)The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 100% of the equity of the operating company, Kahala Ireland OpCo Designated Activity Company.


















The accompanying notes are an integral part of these consolidated financial statements.
18

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)
June 30, 2023
(Unaudited)



The following table shows the portfolio composition by industry grouping based on fair value at June 30, 2023:
 
At June 30, 2023
 Investments at
Fair Value
Percentage of
Total Portfolio
Business Services$446,656 15.4 %
Healthcare414,228 14.3 %
Financials401,828 13.8 %
Diversified Investment Vehicles (1)
342,454 11.8 %
Software/Services288,559 9.9 %
Industrials268,677 9.2 %
Media/Entertainment187,316 6.4 %
Paper & Packaging144,867 5.0 %
Consumer113,755 3.9 %
Food & Beverage71,611 2.5 %
Utilities55,399 1.9 %
Education37,561 1.3 %
Chemicals35,845 1.2 %
Technology34,146 1.2 %
Telecom29,661 1.0 %
Transportation24,825 0.9 %
Energy8,351 0.3 %
Total$2,905,739 100.0 %
_____________
(1) Includes FBLC's investment in FBLC Senior Loan Fund, LLC, which represents 10.5% of the fair value of investments as of June 30, 2023.
The accompanying notes are an integral part of these consolidated financial statements.
19

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Senior Secured First Lien Debt - 119.8% (b)
1236904 BC, Ltd. (c) (h)Software/Services
L+ 7.50% (11.85%), 3/4/2027
$10,441 $10,298 $10,600 0.6 %
1236904 BC, Ltd. (c) (h) (i)Software/Services
L+ 5.50% (9.88%), 3/4/2027
18,450 18,003 17,841 1.1 %
Absolute Software Corp. (a) (c) (i)Software/Services
L+ 6.00% (10.73%), 7/1/2027
45,093 44,417 44,416 2.7 %
ADCS Clinics Intermediate Holdings, LLC (c) (h)Healthcare
L+ 6.50% (11.43%), 5/7/2027
13,633 13,436 13,379 0.8 %
ADCS Clinics Intermediate Holdings, LLC (c)Healthcare
L+ 6.50% (11.70%), 5/7/2027
2,794 2,794 2,742 0.2 %
Alera Group Intermediate Holdings, Inc. (c)Financials
S+ 6.50% (10.92%), 10/2/2028
5,890 5,779 5,779 0.3 %
Alera Group Intermediate Holdings, Inc. (c)Financials
S+ 6.50% (10.92%), 10/2/2028
6,598 6,598 6,473 0.4 %
Arch Global Precision, LLC (c)Industrials
L+ 4.75% (8.42%), 4/1/2026
2,356 2,356 2,356 0.1 %
Arch Global Precision, LLC (c) (h) (i)Industrials
L+ 4.75% (9.17%), 4/1/2026
7,479 7,457 7,479 0.4 %
Arctic Holdco, LLC (c)Paper & Packaging
S+ 6.00% (10.68%), 12/23/2026
2,439 2,439 2,403 0.1 %
Arctic Holdco, LLC (c) (h) (i)Paper & Packaging
S+ 6.00% (10.68%), 12/23/2026
60,674 59,823 59,764 3.6 %
Armada Parent, Inc. (c)Industrials
L+ 5.75% (10.13%), 10/29/2027
44,717 43,998 43,997 2.6 %
Armada Parent, Inc. (c)Industrials
L+ 5.75% (10.13%), 10/29/2027
2,253 2,253 2,217 0.1 %
Avalara, Inc. (c)Software/Services
S+ 7.25% (11.83%), 10/19/2028
40,296 39,323 39,321 2.4 %
Aveanna Healthcare, LLC (h)Healthcare
L+ 3.75% (7.77%), 7/17/2028
910 905 696 0.0 %
Aventine Holdings, LLC (c)Media/Entertainment
L+ 6.00% (10.38%) 4.00% PIK, 6/18/2027
9,584 9,584 9,459 0.6 %
Aventine Holdings, LLC (c)Media/Entertainment
10.25% PIK, 6/18/2027
24,798 24,342 24,265 1.5 %
Aventine Holdings, LLC (c) (i)Media/Entertainment
L+ 6.00% (10.38%) 4.00% PIK, 6/18/2027
26,220 25,811 25,876 1.6 %
Axiom Global, Inc. (c) (h) (i)Business Services
L+ 4.75% (9.04%), 10/1/2026
20,316 20,195 20,316 1.2 %
BCPE Oceandrive Buyer, Inc. (c) (i)Healthcare
L+ 6.25% (10.67%), 12/29/2028
3,399 3,399 3,284 0.2 %
BCPE Oceandrive Buyer, Inc. (c) (i)Healthcare
L+ 6.25% (10.67%), 12/29/2028
20,396 20,003 19,701 1.2 %
BCPE Oceandrive Buyer, Inc. (c)Healthcare
L+ 6.25% (10.99%), 12/30/2026
3,425 3,425 3,308 0.2 %
BCPE Oceandrive Buyer, Inc. (c)Healthcare
L+ 6.25% (10.67%), 12/29/2028
1,727 1,727 1,668 0.1 %
Black Mountain Sand, LLC (c)Energy
L+ 9.00% (13.70%), 6/30/2024
8,332 8,310 8,332 0.5 %
Capstone Logistics (c)Transportation
L+ 4.75% (9.13%), 11/12/2027
1,115 1,115 1,115 0.1 %
Capstone Logistics (c) (h)Transportation
L+ 4.75% (9.13%), 11/12/2027
19,014 18,882 19,015 1.1 %
CHA Holdings, Inc. (c) (i)Business Services
L+ 4.50% (9.23%), 4/10/2025
514 496 514 0.0 %
Cold Spring Brewing, Co. (c) (h) (i)Food & Beverage
S+ 4.75% (9.07%), 12/19/2025
7,008 6,973 7,008 0.4 %
Communication Technology Intermediate, LLC (c) (h)Business Services
L+ 5.50% (9.88%), 5/5/2027
17,891 17,632 17,891 1.1 %
Communication Technology Intermediate, LLC (c) (i)Business Services
L+ 5.50% (9.88%), 5/5/2027
6,223 6,223 6,223 0.4 %
Communication Technology Intermediate, LLC (c)Business Services
L+ 5.50% (9.88%), 5/5/2027
205 205 205 0.0 %
Corfin Industries, LLC (c)Industrials
L+ 5.75% (9.82%), 12/27/2027
1,602 1,602 1,602 0.1 %
Corfin Industries, LLC (c) (h) (i)Industrials
L+ 5.75% (9.42%), 2/5/2026
16,394 16,212 16,394 1.0 %
Cornerstone Chemical, Co.Chemicals
6.75%, 8/15/2024
14,850 14,541 11,919 0.7 %
CRS-SPV, Inc. (c) (o)Industrials
L+ 4.50% (8.88%), 3/8/2023
62 62 62 0.0 %
Drilling Info Holdings, Inc. (c) (i)Business Services
L+ 4.25% (8.63%), 7/30/2025
6,952 6,816 6,952 0.4 %
Dynagrid Holdings, LLC (c) (h)Utilities
L+ 6.00% (10.02%), 12/18/2025
3,897 3,832 3,897 0.2 %
Dynagrid Holdings, LLC (c) (i)Utilities
L+ 6.00% (9.67%), 12/18/2025
14,191 14,012 14,191 0.9 %
Eliassen Group, LLC (c) (i)Business Services
S+ 5.50% (10.08%), 4/14/2028
11,586 11,482 11,484 0.7 %
Eliassen Group, LLC (c)Business Services
S+ 5.50% (8.88%), 4/14/2028
439 439 435 0.0 %
Faraday Buyer, LLC (c)Utilities
S+ 7.00% (11.32%), 10/11/2028
26,132 25,377 25,377 1.5 %
FGT Purchaser, LLC (c) (h)Consumer
S+ 5.50% (10.18%), 9/13/2027
21,231 20,898 21,231 1.3 %
FGT Purchaser, LLC (c)Consumer
L+ 5.50% (10.18%), 9/13/2027
815 815 815 0.0 %
First Eagle Holdings, Inc. (c)Financials
S+ 6.50% (10.73%), 3/1/2027
15,000 14,590 14,592 0.9 %
The accompanying notes are an integral part of these consolidated financial statements.
20

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Foresight Energy Operating, LLC (c) (p)Energy
L+ 8.00% (12.73%), 6/30/2027
$1,077 $1,077 $1,077 0.1 %
Galway Borrower, LLC (c) (h)Financials
L+ 5.25% (9.98%), 9/29/2028
29,773 29,372 29,252 1.8 %
Geosyntec Consultants, Inc. (c)Business Services
S+ 5.25% (9.57%), 5/18/2029
27,236 26,802 26,803 1.6 %
Green Energy Partners/Stonewall, LLC (c)Utilities
L+ 6.00% (10.73%), 11/12/2026
10,244 10,086 10,244 0.6 %
Higginbotham Insurance Agency, Inc. (c) (h)Financials
L+ 5.25% (9.63%), 11/25/2026
14,626 14,514 14,626 0.9 %
Higginbotham Insurance Agency, Inc. (c)Financials
L+ 5.25% (9.63%), 11/25/2026
2,910 2,910 2,910 0.2 %
Hospice Care Buyer, Inc. (c)Healthcare
L+ 6.50% (11.24%), 12/9/2026
4,530 4,530 4,479 0.3 %
Hospice Care Buyer, Inc. (c) (h)Healthcare
L+ 6.50% (10.92%), 12/9/2026
24,313 23,809 24,038 1.4 %
Hospice Care Buyer, Inc. (c) (h)Healthcare
L+ 6.50% (10.92%), 12/9/2026
18,008 17,702 17,804 1.1 %
Hospice Care Buyer, Inc. (c)Healthcare
P+ 5.50% (13.00%), 12/9/2026
1,903 1,903 1,882 0.1 %
Hospice Care Buyer, Inc. (c)Healthcare
L+ 6.50% (11.23%), 12/9/2026
2,106 2,050 2,083 0.1 %
ICR Operations, LLC (c)Business Services
L+ 5.25% (9.98%), 11/22/2028
42,345 41,633 41,570 2.5 %
ICR Operations, LLC (c)Business Services
L+ 5.25% (9.98%), 11/22/2027
1,545 1,545 1,516 0.1 %
Ideal Tridon Holdings, Inc. (c)Industrials
L+ 5.25% (8.92%), 7/31/2024
45 45 45 0.0 %
Ideal Tridon Holdings, Inc. (c) (h) (i)Industrials
L+ 5.25% (8.92%), 7/31/2024
30,683 30,519 30,684 1.8 %
Ideal Tridon Holdings, Inc. (c)Industrials
L+ 5.25% (9.60%), 7/31/2023
1,566 1,566 1,566 0.1 %
IG Investments Holdings, LLC (c) (h)Business Services
L+ 6.00% (10.38%), 9/22/2028
17,629 17,341 17,469 1.0 %
IG Investments Holdings, LLC (c) (h)Business Services
L+ 6.00% (10.38%), 9/22/2028
318 315 315 0.0 %
IG Investments Holdings, LLC (c)Business Services
L+ 6.00% (10.39%), 9/22/2027
556 556 551 0.0 %
Indigo Buyer, Inc. (c)Paper & Packaging
S+ 5.75% (10.17%), 5/23/2028
605 605 594 0.0 %
Indigo Buyer, Inc. (c)Paper & Packaging
S+ 5.75% (10.17%), 5/23/2028
21,226 20,845 20,844 1.3 %
Integrated Efficiency Solutions, Inc. (c) (o)Industrials
7.50%, 12/31/2025
1,421 1,421 1,421 0.1 %
Integrated Global Services, Inc. (c) (i)Industrials
L+ 6.00% (10.51%), 2/4/2026
11,269 11,153 11,269 0.7 %
Internap Corp. (c) (h) (o)Business Services
L+ 6.50% (11.09%) 5.50% PIK, 5/8/2025
5,192 5,191 4,802 0.3 %
International Cruise & Excursions, Inc. (c) (i)Business Services
S+ 5.35% (9.44%), 6/6/2025
4,850 4,831 4,413 0.3 %
IQN Holding Corp. (c) (i)Software/Services
P+ 4.50% (12.00%), 5/2/2029
11,023 10,924 10,925 0.7 %
IQN Holding Corp. (c)Software/Services
S+ 5.50% (9.68%), 5/2/2029
191 191 190 0.0 %
K2 Intelligence Holdings, Inc. (c) (h) (i)Business Services
L+ 5.75% (10.48%), 9/23/2024
7,047 6,999 6,378 0.4 %
KidKraft, Inc. (c)Consumer
L+ 6.00% (10.72%), 6/30/2023
1,060 1,060 994 0.1 %
Kissner Milling Co., Ltd.Industrials
4.88%, 5/1/2028
2,983 2,983 2,562 0.2 %
Knowledge Pro Buyer, Inc. (c) (i)Business Services
L+ 5.75% (10.04%), 12/10/2027
24,552 24,148 24,122 1.4 %
Knowledge Pro Buyer, Inc. (c)Business Services
L+ 5.75% (10.04%), 12/10/2027
2,322 2,322 2,282 0.1 %
Labrie Environmental Group, LLC (a) (c)Industrials
L+ 5.50% (9.57%), 9/1/2026
22,352 22,078 21,457 1.3 %
Lakeland Tours, LLC (c) (h) (i)Education
L+ 6.00% (10.42%), 9/25/2025
4,523 4,258 4,071 0.2 %
Lakeland Tours, LLC (c) (h) (i)Education
13.25% PIK, 9/25/2027
5,353 3,958 4,015 0.2 %
Lakeview Health Holdings, Inc. (c) (o)Healthcare
P+ 6.00% (13.00%) PIK, 10/15/2024
579 579 579 0.0 %
Lakeview Health Holdings, Inc. (c) (o) (t)Healthcare
P+ 4.50% (12.00%) PIK, 10/15/2024
1,728 664 546 0.0 %
Lakeview Health Holdings, Inc. (c) (o)Healthcare
P+ 6.00% (13.00%) PIK, 10/15/2024
227 227 227 0.0 %
LightSquared, LPTelecom
15.50% PIK, 11/1/2023
2,096 2,082 677 0.0 %
Manna Pro Products, LLC (c)Consumer
L+ 6.00% (10.07%), 12/10/2026
4,002 4,002 3,842 0.2 %
Manna Pro Products, LLC (c) (i)Consumer
L+ 6.00% (10.07%), 12/10/2026
32,915 32,381 31,598 1.9 %
Manna Pro Products, LLC (c)Consumer
L+ 6.00% (10.07%), 12/10/2026
1,962 1,962 1,883 0.1 %
McDonald Worley, P.C. (c)Business Services
26.00% PIK, 12/31/2024
15,077 15,077 11,488 0.7 %
MCS Acquisition Corp. (c) (p)Business Services
L+ 6.00% (9.74%), 10/2/2025
772 772 772 0.0 %
The accompanying notes are an integral part of these consolidated financial statements.
21

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Medical Depot Holdings, Inc. (c) (h) (i)Healthcare
S+ 9.50% (13.14%) 4.00% PIK, 6/1/2025
$20,545 $20,252 $18,899 1.1 %
Medical Depot Holdings, Inc. (c)Healthcare
S+ 10.00% (14.58%) 9.00% PIK, 6/1/2025
3,574 3,512 3,510 0.2 %
Medical Management Resource Group, LLC (c)Healthcare
L+ 5.75% (9.83%), 9/30/2027
6,598 6,598 6,509 0.4 %
Medical Management Resource Group, LLC (c) (h)Healthcare
L+ 5.75% (10.17%), 9/30/2027
15,977 15,724 15,761 1.0 %
MGTF Radio Company, LLC (c) (o)Media/Entertainment
L+ 6.00% (10.73%), 4/1/2024
47,271 47,237 40,015 2.4 %
Midwest Can Company, LLC (c) (h) (i)Paper & Packaging
L+ 6.00% (10.73%), 3/2/2026
32,056 31,688 32,056 1.9 %
Miller Environmental Group, Inc. (c) (h) (i)Business Services
L+ 6.50% (10.19%), 3/15/2024
11,229 11,176 11,229 0.7 %
Miller Environmental Group, Inc. (c) (h) (i)Business Services
L+ 6.50% (11.25%), 3/15/2024
10,271 10,213 10,271 0.6 %
Mirra-Primeaccess Holdings, LLC (c)Healthcare
L+ 6.50% (10.88%), 7/29/2026
48,827 48,129 48,827 2.9 %
Mirra-Primeaccess Holdings, LLC (c)Healthcare
L+ 6.50% (10.57%), 7/29/2026
2,935 2,935 2,935 0.2 %
Monumental RSN, LLC (c)Media/Entertainment
S+ 6.00% (10.32%), 9/20/2027
7,313 7,243 7,386 0.5 %
Muth Mirror Systems, LLC (c) (h) (i)Technology
L+ 6.75% (10.07%), 4/23/2025
14,821 14,707 13,613 0.8 %
Muth Mirror Systems, LLC (c)Technology
L+ 6.75% (11.48%), 4/23/2025
650 650 597 0.0 %
New Star Metals, Inc. (c) (h) (i)Industrials
L+ 5.00% (9.73%), 1/9/2026
32,454 32,113 32,454 1.9 %
NTM Acquisition Corp. (c) (h) (i)Media/Entertainment
L+ 7.25% (11.98%) 1.00% PIK, 6/7/2024
20,547 20,547 19,992 1.2 %
Odessa Technologies, Inc. (c) (h)Software/Services
L+ 5.75% (10.09%), 10/19/2027
14,343 14,113 14,089 0.8 %
ORG GC Holdings, LLC (c) (o)Business Services
L+ 6.50% (11.23%) PIK, 11/29/2026
9,082 9,082 9,082 0.5 %
Pie Buyer, Inc. (c) (i)Food & Beverage
S+ 5.50% (8.69%), 4/5/2027
2,077 2,042 2,077 0.1 %
Pie Buyer, Inc. (c) (i)Food & Beverage
L+ 5.50% (8.38%), 4/5/2027
28,034 27,437 28,034 1.7 %
Pie Buyer, Inc. (c)Food & Beverage
L+ 5.50% (9.67%), 4/5/2027
6,068 6,068 6,068 0.4 %
Pie Buyer, Inc. (c)Food & Beverage
L+ 5.50% (10.67%), 4/6/2026
460 460 460 0.0 %
PlayPower, Inc. (c) (h) (i)Industrials
L+ 5.50% (9.17%), 5/8/2026
23,695 23,525 20,520 1.2 %
Pluralsight, LLC (c) (h)Software/Services
L+ 8.00% (11.83%), 4/6/2027
18,826 18,559 18,513 1.1 %
Pluralsight, LLC (c) (h)Software/Services
L+ 8.00% (12.75%), 4/6/2027
6,728 6,628 6,616 0.4 %
Pluralsight, LLC (c)Software/Services
L+ 8.00% (12.75%), 4/6/2027
801 801 788 0.0 %
Point Broadband Acquisition, LLC (c) (h)Telecom
L+ 6.00% (9.75%), 10/2/2028
19,147 18,753 18,754 1.1 %
Point Broadband Acquisition, LLC (c)Telecom
L+ 6.00% (10.56%), 10/2/2028
3,810 3,810 3,731 0.2 %
Premier Global Services, Inc. (c) (t)Telecom
P+ 5.50% (13.00%), 6/8/2023
5,024 4,908 — — %
Premier Global Services, Inc. (c) (t)Telecom
P+ 5.50% (13.00%), 1/31/2023
969 969 145 0.0 %
PSKW, LLC (c) (h) (i)Healthcare
L+ 6.25% (10.64%), 3/9/2026
29,175 28,788 29,175 1.8 %
Questex, Inc. (c) (h) (i)Media/Entertainment
L+ 4.25% (8.98%), 9/9/2024
15,503 15,416 15,044 0.9 %
Reddy Ice Corp. (c)Food & Beverage
L+ 6.50% (10.24%), 7/1/2025
1,785 1,776 1,751 0.1 %
Reddy Ice Corp. (c)Food & Beverage
L+ 6.50% (10.24%), 7/1/2025
1,461 1,461 1,433 0.1 %
Reddy Ice Corp. (c)Food & Beverage
L+ 6.50% (10.24%), 7/1/2025
4,814 4,814 4,720 0.3 %
Reddy Ice Corp. (c) (h) (i)Food & Beverage
L+ 6.50% (10.24%), 7/1/2025
18,951 18,714 18,581 1.1 %
Relativity Oda, LLC (c) (i)Software/Services
L+ 7.50% (11.89%) PIK, 5/12/2027
5,309 5,225 5,137 0.3 %
REP TEC Intermediate Holdings, Inc. (c) (h) (i)Software/Services
L+ 6.50% (11.23%), 6/19/2025
28,492 28,147 28,147 1.7 %
REP TEC Intermediate Holdings, Inc. (c)Software/Services
L+ 6.50% (11.23%), 6/19/2025
519 519 513 0.0 %
Roadsafe Holdings, Inc. (c)Industrials
P+ 4.75% (12.25%), 10/19/2027
6,797 6,797 6,686 0.4 %
Roadsafe Holdings, Inc. (c) (i)Industrials
L+ 5.75% (10.87%), 10/19/2027
7,753 7,639 7,627 0.5 %
RSC Acquisition, Inc. (c) (i)Financials
S+ 5.50% (10.23%), 10/30/2026
15,193 15,178 15,194 0.9 %
RSC Acquisition, Inc. (c)Financials
S+ 5.50% (10.23%), 10/30/2026
1,484 1,484 1,484 0.1 %
The accompanying notes are an integral part of these consolidated financial statements.
22

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Saturn SHC Buyer Holdings, Inc. (c) (h)Healthcare
L+ 6.00% (10.77%), 11/18/2027
$32,991 $32,454 $32,991 2.0 %
SCIH Salt Holdings, Inc. (c)Industrials
L+ 4.00% (7.74%), 3/17/2025
1,123 1,123 1,025 0.1 %
Sherlock Buyer Corp. (c) (i)Business Services
L+ 5.75% (10.48%), 12/8/2028
11,041 10,852 10,848 0.7 %
Simplifi Holdings, Inc. (c) (h)Media/Entertainment
L+ 5.50% (9.25%), 10/1/2027
35,105 34,550 34,519 2.1 %
Skillsoft Corp. (h)Technology
S+ 5.25% (9.58%), 7/14/2028
1,374 1,357 1,140 0.1 %
St. Croix Hospice Acquisition Corp. (c)Healthcare
L+ 6.00% (10.70%), 10/30/2026
2,809 2,809 2,809 0.2 %
St. Croix Hospice Acquisition Corp. (c) (i)Healthcare
L+ 6.00% (10.42%), 10/30/2026
25,420 25,096 25,420 1.5 %
STRIPER BUYER, LLC (c) (h)Paper & Packaging
L+ 5.50% (9.57%), 12/30/2026
12,268 12,184 12,268 0.7 %
Subsea Global Solutions, LLC (c) (i)Business Services
L+ 6.75% (11.50%), 12/31/2023
4,649 4,643 4,649 0.3 %
Subsea Global Solutions, LLC (c) (i)Business Services
L+ 6.75% (11.50%), 3/29/2023
7,061 7,054 7,061 0.4 %
Subsea Global Solutions, LLC (c)Business Services
L+ 6.75% (10.50%), 12/31/2023
905 905 905 0.1 %
SunMed Group Holdings, LLC (c) (h)Healthcare
L+ 5.75% (10.48%), 6/16/2028
8,964 8,841 8,830 0.5 %
SunMed Group Holdings, LLC (c)Healthcare
L+ 5.75% (10.49%), 6/16/2027
288 288 285 0.0 %
Tax Defense Network, LLC (c) (p) (t)Consumer
L+ 6.00% (10.00%) PIK, 3/31/2023
7,296 3,833 186 0.0 %
Tax Defense Network, LLC (c) (p) (t)Consumer
10.00% PIK, 3/31/2023
4,264 2,986 4,264 0.3 %
Tax Defense Network, LLC (c) (p) (t)Consumer
L+ 6.00% (10.00%) PIK, 3/31/2023
41,102 21,646 1,048 0.1 %
The NPD Group, LP (c)Business Services
S+ 5.75% (10.07%) 2.75% PIK, 12/1/2028
34,210 33,577 33,571 2.0 %
The NPD Group, LP (c)Business Services
S+ 5.75% (10.07%) 2.75% PIK, 12/1/2027
231 231 226 0.0 %
Therapy Brands Holdings, LLC (c) (h)Healthcare
L+ 4.00% (8.35%), 5/18/2028
4,327 4,314 4,327 0.3 %
Trinity Air Consultants Holdings Corp. (c)Business Services
L+ 5.25% (10.40%), 6/29/2027
3,836 3,836 3,778 0.2 %
Trinity Air Consultants Holdings Corp. (c) (h)Business Services
L+ 5.25% (10.18%), 6/29/2027
20,424 20,118 20,118 1.2 %
Triple Lift, Inc. (c)Software/Services
S+ 5.25% (9.58%), 5/5/2028
1,265 1,265 1,243 0.1 %
Triple Lift, Inc. (c) (i)Software/Services
S+ 5.50% (10.45%), 5/5/2028
28,262 27,819 27,782 1.7 %
University of St. Augustine Acquisition Corp. (c) (h) (i)Education
L+ 4.25% (8.33%), 2/2/2026
23,278 23,021 23,278 1.4 %
Urban One, Inc.Media/Entertainment
7.38%, 2/1/2028
1,561 1,561 1,319 0.1 %
US Oral Surgery Management Holdco, LLC (c)Healthcare
L+ 5.50% (10.72%), 11/18/2027
3,525 3,525 3,490 0.2 %
US Oral Surgery Management Holdco, LLC (c) (h)Healthcare
L+ 6.00% (10.68%), 11/18/2027
12,173 11,975 12,051 0.7 %
US Salt Investors, LLC (c)Chemicals
L+ 5.50% (9.17%), 7/19/2028
19,932 19,616 19,559 1.2 %
Vantage Mobility International, LLC (c) (p) (t)Transportation
L+ 6.00% (10.13%) PIK, 3/21/2024
1,991 251 — — %
Vantage Mobility International, LLC (c) (p) (t)Transportation
L+ 6.00% (10.13%) PIK, 3/21/2024
256 244 — — %
Vensure Employer Services, Inc. (c) (i)Business Services
S+ 4.75% (8.71%), 4/1/2027
11,882 11,819 11,882 0.7 %
Victors CCC Buyer, LLC (c)Business Services
S+ 5.75% (10.69%), 6/1/2029
16,947 16,636 16,637 1.0 %
West Coast Dental Services, Inc. (c)Healthcare
S+ 5.75% (9.99%), 7/1/2028
255 255 251 0.0 %
West Coast Dental Services, Inc. (c)Healthcare
S+ 5.75% (9.99%), 7/1/2028
19,765 19,446 19,448 1.2 %
Westwood Professional Services, Inc. (c)Business Services
L+ 6.00% (9.75%), 5/26/2026
1,007 1,007 1,007 0.1 %
Westwood Professional Services, Inc. (c) (i)Business Services
L+ 6.00% (9.75%), 5/26/2026
8,561 8,444 8,561 0.5 %
WHCG Purchaser III, Inc. (c) (h)Healthcare
L+ 5.75% (9.42%), 6/22/2028
29,124 28,669 25,940 1.6 %
WHCG Purchaser III, Inc. (c)Healthcare
L+ 5.75% (9.42%), 6/22/2028
7,078 7,078 6,304 0.4 %
WHCG Purchaser III, Inc. (c)Healthcare
L+ 5.75% (10.48%), 6/22/2026
1,426 1,426 1,305 0.1 %
WIN Holdings III Corp. (c) (h)Consumer
L+ 5.25% (10.40%), 7/16/2028
31,310 30,814 30,815 1.9 %
WMK, LLC (c) (i)Business Services
S+ 5.75% (9.45%), 9/5/2025
2,532 2,526 2,532 0.2 %
The accompanying notes are an integral part of these consolidated financial statements.
23

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
WMK, LLC (c)Business Services
S+ 5.75% (10.48%), 9/5/2025
$349 $347 $349 0.0 %
WMK, LLC (c) (h) (i)Business Services
S+ 5.75% (9.73%), 9/5/2025
17,975 17,838 17,975 1.1 %
WMK, LLC (c)Business Services
L+ 5.75% (9.99%), 9/5/2024
2,618 2,618 2,618 0.2 %
WMK, LLC (c)Business Services
S+ 5.75% (10.15%), 9/5/2025
11,118 11,118 11,118 0.7 %
WMK, LLC (c) (i)Business Services
S+ 5.75% (10.17%), 9/5/2025
3,697 3,627 3,697 0.2 %
WMK, LLC (c)Business Services
S+ 5.75% (10.30%), 9/5/2025
8,000 7,690 8,000 0.5 %
Zendesk, Inc. (c)Software/Services
S+ 6.50% (11.04%) 3.50% PIK, 11/22/2028
42,801 41,961 41,962 2.5 %
Subtotal Senior Secured First Lien Debt$2,048,997 $1,995,273 119.8 %
Senior Secured Second Lien Debt - 12.2% (b)
Accentcare, Inc. (c) (h)Healthcare
L+ 8.75% (13.49%), 6/21/2027
$30,152 $29,691 $25,026 1.5 %
Anchor Glass Container Corp. (c) (t)Paper & Packaging
L+ 7.75% (11.53%), 12/7/2024
6,667 6,150 2,003 0.1 %
Aruba Investments Holdings, LLC (i)Chemicals
L+ 7.75% (12.14%), 11/24/2028
3,759 3,717 3,401 0.2 %
Astro AB Merger Sub, Inc. (a) (c) (h)Financials
L+ 8.00% (12.42%), 4/30/2025
8,162 8,145 7,560 0.5 %
Carlisle FoodService Products, Inc. (c)Consumer
L+ 7.75% (11.32%), 3/20/2026
10,719 10,633 10,166 0.6 %
CommerceHub, Inc. (c)Technology
S+ 7.00% (11.53%), 12/29/2028
12,360 12,314 10,506 0.6 %
Corelogic, Inc. (c)Business Services
L+ 6.50% (10.94%), 6/4/2029
10,808 10,721 9,252 0.6 %
HAH Group Holding Company, LLC (c) (h)Healthcare
L+ 8.50% (12.89%), 10/30/2028
12,445 12,218 12,445 0.7 %
Integrated Efficiency Solutions, Inc. (c) (o)Industrials
10.00% PIK, 12/31/2026
1,586 1,062 760 0.0 %
Mercury Merger Sub, Inc. (c)Business Services
L+ 6.50% (10.25%), 8/2/2029
13,965 13,869 13,518 0.8 %
ORG GC Holdings, LLC (c) (o)Business Services
18.00% PIK, 11/29/2027
4,109 4,109 3,868 0.2 %
PetVet Care Centers, LLC (c) (h)Healthcare
L+ 6.25% (10.63%), 2/13/2026
3,539 3,532 3,464 0.2 %
Project Boost Purchaser, LLC (c)Business Services
L+ 8.00% (12.38%), 5/31/2027
1,848 1,848 1,848 0.1 %
Proofpoint, Inc. (h)Software/Services
L+ 6.25% (10.99%), 8/31/2029
7,842 7,809 7,502 0.5 %
QuickBase, Inc. (c)Technology
L+ 8.00% (12.38%), 4/2/2027
7,484 7,404 7,484 0.4 %
RealPage, Inc. (i)Software/Services
L+ 6.50% (10.88%), 4/23/2029
13,647 13,485 13,067 0.8 %
Recess Holdings, Inc. (c) (h)Industrials
L+ 7.75% (12.17%), 9/29/2025
16,134 16,038 16,134 1.0 %
SSH Group Holdings, Inc. (c)Education
L+ 8.25% (12.98%), 7/30/2026
10,122 10,077 10,122 0.6 %
Therapy Brands Holdings, LLC (c) (h)Healthcare
L+ 6.75% (11.10%), 5/18/2029
4,654 4,628 4,654 0.3 %
Travelpro Products, Inc. (a) (c)Consumer
13.00%, 2.00% PIK, 11/20/2024
2,983 2,983 2,983 0.2 %
Travelpro Products, Inc. (a) (c) (m)Consumer
13.00%, 2.00% PIK, 11/20/2024
CAD3,445 2,671 2,542 0.2 %
USIC Holdings, Inc. (c) (h)Business Services
L+ 6.50% (10.57%), 5/14/2029
5,798 5,751 5,589 0.3 %
Vantage Mobility International, LLC (c) (p) (t)Transportation
L+ 6.00% (10.13%) PIK, 3/21/2024
1,212 17 — — %
Vantage Mobility International, LLC (c) (p) (t)Transportation
L+ 6.00% (10.13%) PIK, 3/21/2024
3,936 2,914 — — %
Victory Buyer, LLC (c)Industrials
L+ 7.00% (11.35%), 11/19/2029
31,686 31,407 29,405 1.8 %
Subtotal Senior Secured Second Lien Debt$223,193 $203,299 12.2 %
Subordinated Debt - 8.1% (b)
Del Real, LLC (c)Food & Beverage
16.00%, 12.00% PIK, 4/7/2023
$4,848 $4,679 $4,772 0.3 %
Post Road Equipment Finance, LLC (c) (o)Financials
L+ 7.75% (11.94%), 12/31/2028
15,086 15,086 15,086 0.9 %
Post Road Equipment Finance, LLC (c) (o)Financials
L+ 7.75% (11.94%), 12/31/2028
38,100 37,982 38,100 2.3 %
Siena Capital Finance, LLC (c) (j) (o)Financials
12.50%, 11/26/2026
77,000 76,995 77,000 4.6 %
Subtotal Subordinated Debt$134,742 $134,958 8.1 %
Collateralized Securities - 1.8% (b)
Collateralized Securities - Debt Investments
NewStar Arlington Senior Loan Program, LLC 14-1A FR (a) (c) (p)Diversified Investment Vehicles
L+ 11.00% (15.36%), 4/25/2031
$4,750 $4,603 $4,165 0.3 %
The accompanying notes are an integral part of these consolidated financial statements.
24

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (a) (c) (p)Diversified Investment Vehicles
L+ 7.50% (11.74%), 1/20/2027
$10,728 $10,264 $8,849 0.5 %
Whitehorse, Ltd. 2014-1A E (a) (c) (p)Diversified Investment Vehicles
L+ 4.55% (8.99%) PIK, 5/1/2026
8,132 8,076 6,996 0.4 %
Collateralized Securities - Equity Investments (n)
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (a) (c) (k) (p)Diversified Investment Vehicles
19.92%, 4/25/2031
$31,603 $11,714 $10,278 0.6 %
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (a) (c) (k) (p)Diversified Investment Vehicles
0.00%, 1/20/2027
31,575 6,285 — — %
OFSI Fund, Ltd. 2014-6A Side Letter (a) (c)Diversified Investment Vehicles
0.00%, 3/20/2025
1,970 47 — — %
Whitehorse, Ltd. 2014-1A Side Letter (a) (c) (p)Diversified Investment Vehicles
0.00%, 5/1/2026
1,886 134 — — %
Whitehorse, Ltd. 2014-1A SUB (a) (c) (k) (p)Diversified Investment Vehicles
0.00%, 5/1/2026
36,000 6,965 — — %
Subtotal Collateralized Securities$48,088 $30,288 1.8 %
Equity/Other - 30.7% (b) (d)
Aden & Anais Holdings, Inc. (c) (e) (w)Retail4,470 $— $— — %
Baker Hill Acquisition, LLC (c) (e)Financials22,653 — — — %
Black Mountain Sand, LLC (c) (e) (u)Energy55,463 — 1,659 0.1 %
CDS U.S. Intermediate Holdings, Inc. (a) (e) (p)Media/Entertainment539,708 1,224 4,721 0.3 %
CDS U.S. Intermediate Holdings, Inc. (a) (e) (p)Media/Entertainment874,000 437 1,311 0.1 %
Clover Technologies Group, LLC (c) (e)Industrials180,274 1,153 52 0.0 %
Clover Technologies Group, LLC (c) (e)Industrials2,753 275 1,122 0.1 %
CRS-SPV, Inc. (c) (e) (o)Industrials246 2,218 1,559 0.1 %
Danish CRJ, Ltd. (a) (c) (e) (o) (r)Transportation5,002 — — — %
Del Real, LLC (c) (e) (u)Food & Beverage670,510 382 143 0.0 %
Dyno Acquiror, Inc. (c) (e)Consumer134,102 58 21 0.0 %
FBLC Senior Loan Fund, LLC (a) (c) (j) (o)Diversified Investment Vehicles304,934 304,934 304,934 18.3 %
First Eagle Greenway Fund II, LLC (a) (e) (p)Diversified Investment Vehicles5,329 3,977 360 0.0 %
Foresight Energy Operating, LLC (c) (e) (p) (u)Energy158,093 2,087 3,519 0.2 %
HemaSource, Inc. (c) (e) (w)Healthcare223,503 168 369 0.0 %
Integrated Efficiency Solutions, Inc. (c) (e) (o) (u)Industrials55,991 — — — %
Integrated Efficiency Solutions, Inc. (c) (e) (o) (u)Industrials57,427 — — — %
Internap Corp (c) (e) (o)Business Services1,293,189 543 595 0.0 %
Jakks Pacific, Inc. (c)Consumer5,303 223 788 0.0 %
Kahala Ireland OpCo Designated Activity Company (a) (c) (o) (y)Transportation— 5,027 0.3 %
Kahala Ireland OpCo Designated Activity Company (a) (c) (e) (o) (y)Transportation3,250,000 — 3,250 0.2 %
Kahala US OpCo, LLC (a) (c) (e) (o) (x)Transportation4,413,472 — — — %
KidKraft, Inc. (c) (e) (u)Consumer2,682,257 — 1,770 0.1 %
Lakeview Health Holdings, Inc. (c) (e) (o)Healthcare5,272 — — — %
McDonald Worley, P.C. (c) (e)Business Services20,167 20 2,799 0.2 %
MCS Acquisition Corp. (c) (e) (p)Business Services31,521 4,103 747 0.0 %
The accompanying notes are an integral part of these consolidated financial statements.
25

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
Portfolio Company (f) (q) (v)IndustryInvestment Coupon Rate / Maturity (l)Principal / Number of SharesAmortized CostFair Value% of Net Assets (b)
MCS Acquisition Corp. (c) (e) (p)Business Services356,537 $357 $357 0.0 %
MGTF Holdco, LLC (c) (e) (o) (u)Media/Entertainment402,000 — — — %
Motor Vehicle Software Corp. (c) (e) (w)Business Services223,503 318 262 0.0 %
ORG GC Holdings, LLC (c) (e) (o)Business Services93,380 212 — — %
ORG GC Holdings, LLC (c) (e) (o)Business Services1,771 — — — %
PennantPark Credit Opportunities Fund II, LP (a) (e) (p)Diversified Investment Vehicles8,739 826 1,162 0.1 %
Point Broadband Acquisition, LLC (c) (e) (u)Telecom2,550,487 2,550 3,009 0.2 %
Post Road Equipment Finance, LLC (c) (o) (u)Financials79,479 81,787 81,692 4.9 %
RMP Group, Inc. (c) (e) (u)Financials223 164 369 0.0 %
Siena Capital Finance, LLC (c) (j) (o)Financials41,789,400 42,499 77,310 4.7 %
Skillsoft Corp. (e) (s)Technology248,712 2,636 323 0.0 %
Smile Brands, Inc. (c) (e)Healthcare712 — 874 0.1 %
Squan Holding Corp. (c) (e)Telecom180,835 — — — %
Tap Rock Resources, LLC (c) (g) (p) (u)Energy18,356,442 — 596 0.0 %
Tax Defense Network, LLC (c) (e) (p)Consumer147,099 425 — — %
Tax Defense Network, LLC (c) (e) (p)Consumer633,382 — — — %
Tennenbaum Waterman Fund, LP (a) (p)Diversified Investment Vehicles10,000 10,000 8,699 0.6 %
Travelpro Products, Inc. (a) (c) (e)Consumer447,007 506 313 0.0 %
United Biologics, LLC (c) (e) (u)Healthcare39,769 132 — — %
United Biologics, LLC (c) (e) (u)Healthcare3,155 — — — %
United Biologics, LLC (c) (e) (u)Healthcare4,206 31 — — %
United Biologics, LLC (c) (e) (u)Healthcare99,236 — — — %
United Biologics, LLC (c) (e) (u)Healthcare223 35 — — %
USASF Holdco, LLC (c) (e) (u)Financials10,000 10 — — %
USASF Holdco, LLC (c) (e) (u)Financials490 490 — — %
USASF Holdco, LLC (c) (e) (u)Financials139 139 — — %
Vantage Mobility International, LLC (c) (e) (p)Transportation512,923 — — — %
Vantage Mobility International, LLC (c) (e) (p)Transportation4,639,261 3,140 — — %
Vantage Mobility International, LLC (c) (e) (p)Transportation1,940,977 — — — %
World Business Lenders, LLC (c) (e)Financials922,669 3,750 1,614 0.1 %
WPNT, LLC (c) (e) (o) (u)Media/Entertainment402,000 — — — %
Wythe Will Tzetzo, LLC (c) (e) (u)Food & Beverage22,312 302 — — %
YummyEarth, Inc. (c) (e)Food & Beverage223 — — — %
Subtotal Equity/Other$472,111 $511,326 30.7 %
TOTAL INVESTMENTS - 172.6% (b)
$2,927,131 $2,875,144 172.6 %
_____________
(a)All of the Company's investments, except the investments noted by this footnote, are qualifying assets under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. Qualifying assets represent 85.2% of the Company's total assets. The significant majority of all investments held are deemed to be illiquid.
(b)Percentages are based on net assets as of December 31, 2022.
(c)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
The accompanying notes are an integral part of these consolidated financial statements.
26

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


(d)All amounts are in thousands except share amounts.
(e)Non-income producing at December 31, 2022.
(f)The Company has various unfunded commitments to portfolio companies. Please refer to Note 7 - Commitments and Contingencies for details of these unfunded commitments.
(g)The commitment related to this investment is discretionary.
(h)The Company's investment or a portion thereof is pledged as collateral under the JPM Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(i)The Company's investment or a portion thereof is pledged as collateral under the Wells Fargo Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(j)The Company's investment falls under the definition of a significant subsidiary, as it exceeded the threshold of at least one of the tests under Rule 3-09. See Note 18 in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the relevant portfolio companies' audited financial statements filed as an exhibit thereto for additional disclosure.
(k)The Collateralized Securities - subordinated notes are treated as equity investments and are entitled to recurring distributions which are generally equal to the remaining cash flow of the payments made by the underlying fund’s securities less contractual payments to debt holders and fund expenses. The estimated yield indicated is based upon a current projection of the amount and timing of these recurring distributions and the estimated amount of repayment of principal upon termination. Such projections are periodically reviewed and adjusted, and the estimated yield may not ultimately be realized.
(l)The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L"), Secured Overnight Financing Rate ("SOFR" or "S"), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, the Company has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2022. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.
(m)The principal amount (par amount) is denominated in Canadian Dollars ("CAD").
(n)For equity investments in Collateralized Securities, the effective yield is presented in place of the investment coupon rate for each investment. Refer to footnote (k) for a further description of an equity investment in a Collateralized Security.
(o)The provisions of the 1940 Act classify investments based on the level of control that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally presumed to be "non-controlled" when the Company owns 25% or less of the portfolio company's voting securities and/or does not have the power to exercise control over the management or policies of such portfolio company. A company is generally presumed to be "controlled" when the Company owns more than 25% of the portfolio company's voting securities and/or has the power to exercise control over the management or policies of such portfolio company. The Company classifies this investment as "controlled".
(p)The provisions of the 1940 Act classify investments further based on the level of ownership that the Company maintains in a particular portfolio company. As defined in the 1940 Act, a company is generally deemed as "non-affiliated" when the Company owns less than 5% of a portfolio company's voting securities and "affiliated" when the Company owns 5% or more of a portfolio company's voting securities. The Company classifies this investment as "affiliated".
(q)Unless otherwise indicated, all investments in the Consolidated Schedules of Investments are non-affiliated, non-controlled investments.
(r)The Company's investment is held through the Consolidated Holding Company, Kahala Aviation Holdings, LLC, which owns 49% of the operating company, Danish CRJ LTD.
(s)The investment is not a restricted security. All other securities are restricted securities.
(t)The investment is on non-accrual status as of December 31, 2022.
(u)Investments are held in the taxable wholly-owned, consolidated subsidiary, 54th Street Equity Holdings, Inc.
(v)Unless otherwise indicated, all of the Company's investments or a portion thereof are pledged as collateral under the JPM Revolver Facility.
(w)The investment is held through BSP TCAP Acquisition Holdings LP, which is an affiliated acquisition entity. Due to certain restrictions, such as limits on the number of partners allowable within the equity structures of the newly acquired investments, these investments are still held within the acquisition entity as of December 31, 2022.
(x)The Company's investment is held through the consolidated subsidiaries, Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which own 100% of the equity of the operating company, Kahala US OpCo LLC.
(y)The Company's investment is held through the consolidated subsidiary, Kahala Aviation Holdings, LLC, which owns 100% of the equity of the operating company, Kahala Ireland OpCo Designated Activity Company.







The accompanying notes are an integral part of these consolidated financial statements.
27

FRANKLIN BSP LENDING CORPORATION

CONSOLIDATED SCHEDULES OF INVESTMENTS
(dollars in thousands)


December 31, 2022
The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2022:
 
At December 31, 2022
 Investments at
Fair Value
Percentage of
Total Portfolio
Business Services$441,450 15.5 %
Healthcare412,315 14.3 %
Financials389,041 13.5 %
Diversified Investment Vehicles (1)
345,443 12.0 %
Software/Services288,652 10.0 %
Industrials260,455 9.1 %
Media/Entertainment183,907 6.4 %
Paper & Packaging129,932 4.5 %
Consumer115,259 4.0 %
Food & Beverage75,047 2.6 %
Utilities53,709 1.9 %
Education41,486 1.4 %
Chemicals34,879 1.2 %
Technology33,663 1.2 %
Transportation28,407 1.0 %
Telecom26,316 0.9 %
Energy15,183 0.5 %
Total$2,875,144 100.0 %
_____________
(1) Includes FBLC's investment in FBLC Senior Loan Fund, LLC, which represents 10.6% of the fair value of investments as of December 31, 2022.
The accompanying notes are an integral part of these consolidated financial statements.
28

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)


Note 1 — Organization and Basis of Presentation
Franklin BSP Lending Corporation (the “Company” or "FBLC") is an externally managed, non-diversified closed-end management investment company incorporated in Maryland in May 2010 that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“the 1940 Act”). In addition, the Company has elected to be treated for tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment activities are managed by Franklin BSP Lending Adviser, L.L.C. (the “Adviser”), a subsidiary of Benefit Street Partners L.L.C. (“BSP”) and supervised by the Company’s Board of Directors ("Board" or "Board of Directors"), a majority of whom are independent of the Adviser and its affiliates. As a BDC, the Company is required to comply with certain regulatory requirements.
The Company’s investment objective is to generate both current income and to a lesser extent long-term capital appreciation through debt and equity investments. The Company invests primarily in first and second lien senior secured loans and mezzanine debt issued by middle market companies. The Company defines middle market companies as those with EBITDA of between $25 million and $100 million annually. The Company also purchases interests in loans through secondary market transactions. First and second lien secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in bankruptcy priority and are generally secured by liens on the operating assets of a borrower, which may include inventory, receivables, plant, property, and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured. The Company may invest in the equity and junior debt tranches of collateralized loan obligation investment vehicles (“Collateralized Securities” or "CLOs"). CLOs are entities that are formed to manage a portfolio of senior secured loans made to companies whose debt is typically rated below investment grade or, in limited circumstances, unrated. The senior secured loans within these Collateralized Securities meet specified credit and diversity criteria and are subject to concentration limitations in order to create a diverse investment portfolio. In most cases, companies to whom the Company provides customized financing solutions will be privately held at the time the Company invests in them.
On February 1, 2019, Franklin Resources, Inc. (“FRI”) and Templeton International, Inc. (collectively with FRI, “Franklin Templeton”) acquired BSP, including BSP’s 100% ownership interest in the Adviser (the “FT Transaction”).
While the structure of the Company’s investments is likely to vary, the Company may invest in senior secured debt, senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt, convertible preferred equity, preferred equity, common equity, warrants, CLOs, and other instruments, many of which generate current yields. If the Adviser deems appropriate, the Company may invest in more liquid senior secured and second lien debt securities, some of which may be traded. The Company will make such investments to the extent allowed by the 1940 Act and consistent with its continued qualification as a RIC for federal income tax purposes.
On January 25, 2011, the Company commenced its initial public offering (the “IPO”) on a “reasonable best efforts basis” of up to 150.0 million shares of common stock, $0.001 par value per share, and subsequently amended the offering to issue up to an additional 101.1 million shares of its common stock (the “Offering”). The Company closed the Offering to new investments on April 30, 2015. As of June 30, 2023, the Company had issued 269.4 million shares of common stock for gross proceeds of $2.6 billion including the shares purchased by affiliates and shares issued under the Company's distribution reinvestment plan (“DRIP”). As of June 30, 2023, the Company had repurchased a cumulative 37.7 million shares of common stock through its share repurchase program for payments of $310.2 million.
The Company intends to co-invest, subject to the conditions included in the exemptive order the Company received from the Securities and Exchange Commission ("SEC"), with certain of its affiliates. The Company believes that such co-investments may afford it additional investment opportunities and an ability to achieve greater diversification.
As a BDC, the Company is generally required to invest at least 70% of its total assets primarily in securities of private and certain U.S. public companies (other than certain financial institutions), cash, cash equivalents and U.S. Government securities, and other high-quality debt investments that mature in one year or less.
The Company is permitted to borrow money from time to time within the levels permitted by the 1940 Act (which generally currently allows it to incur leverage for up to one half of its total assets). The Company has used, and expects to continue to use, its credit facilities and other borrowings, along with proceeds from the rotation of its portfolio and proceeds from private securities offerings to finance its investment objectives.
29

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Although the Small Business Credit Availability Act of 2018 (the “SBCAA”) amended the 1940 Act to permit BDCs to incur increased leverage if certain conditions are met, the Company does not presently intend to avail itself of the increased leverage limits permitted by the SBCAA. If the Company were to avail itself of the increased leverage permitted by the SBCAA, this would effectively allow the Company to double its leverage, which would increase leverage risk and expenses.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition for the periods presented. The Company is an investment company and follows accounting and reporting guidance in Accounting Standards Codification ("ASC") Topic 946 - Financial Services - Investment Companies ("ASC 946").
We have also formed and expect to continue to form consolidated subsidiaries (the “Consolidated Holding Companies”). The Company consolidates the following subsidiaries for accounting purposes: FBLC Funding I, LLC (“Funding I”), FBLC 57th Street Funding, LLC ("57th Street") and 54th Street Equity Holdings, Inc. The Company owns 100% of the equity of Kahala Aviation Holdings, LLC and Kahala Aviation US, Inc., which are consolidated for accounting purposes. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to February 18, 2022, the Company also consolidated BDCA Asset Financing, LLC ("BDCA Asset Financing"); and prior to January 20, 2021, the Company consolidated BDCA-CB Funding, LLC (“CB Funding”). Refer to Note 3 and Note 5 for more information.
Interim financial statements are prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, the consolidated financial statements may not include all of the information and notes required by U.S. GAAP for annual consolidated financial statements. U.S. GAAP requires management to makes estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2023.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Consolidation
As provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially or wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's substantially wholly-owned subsidiaries in its consolidated financial statements. Although the Company owns more than 25% of the voting securities of FBLC Senior Loan Fund, LLC, ("SLF"), the Company does not have sole control over significant actions of SLF for purposes of the 1940 Act or otherwise, and thus does not consolidate its interest.
30

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Valuation of Portfolio Investments
Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. The Board of Directors has delegated to the Adviser as valuation designee (the "Valuation Designee") the responsibility of determining the fair value of the Company's investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company's investment portfolio, subject to oversight of the Board of Directors. On a quarterly basis, the Valuation Designee performs an analysis of each investment to determine fair value as follows:
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Valuation Designee may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Valuation Designee determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined to be readily available, the Valuation Designee uses the quote obtained.
Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Valuation Designee may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
With respect to investments for which market quotations are not readily available, the Valuation Designee undertakes a multi-step valuation process each quarter, as described below:
Each portfolio company or investment will be valued by the Valuation Designee, with assistance from one or more independent valuation firms engaged by the Company's Board of Directors or as noted below, with respect to investments in an investment fund;
The independent valuation firm(s) conduct independent appraisals and make an independent assessment of the value of each investment; and
The Valuation Designee, under the supervision of the Board of Directors, determines the fair value of each investment, in good faith, based on the input of independent valuation firms (to the extent applicable) and the Valuation Designee's own analysis. The Valuation Designee also has established a Valuation Committee to assist the Valuation Designee in carrying out its designated responsibilities, subject to oversight of the Board.
For an investment in an investment fund that does not have a readily determinable fair value, the Valuation Designee measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of ASC 946, as of the Company's measurement date. However, there can be no assurance that the Company will be able to sell such investment at a price equal to its net asset value per share and the Company may ultimately sell such investment at a discount to its net asset value per share.
The Company’s investments in funds that offer periodic liquidity have redemption frequencies which range from monthly to quarterly and redemption notice periods which range from 30 to 90 days. Investments in private equity typically do not offer liquidity and instead, capital is returned through periodic distributions.
31

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Because there is not a readily available market value for most of the investments in its portfolio, the Valuation Designee values substantially all of its portfolio investments at fair value as determined in good faith by its Board of Directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.
Investment Classification
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control” is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, any person “who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company and/or has the power to exercise control over the management or policies of such portfolio company shall be presumed to control such company. Typically, any person who does not so own more than 25% of the voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company.” Consistent with the 1940 Act, “Affiliated Investments” are defined as those investments in companies in which the Company owns 5% or more of the voting securities. Consistent with the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments.
Cash and Cash Equivalents
Cash and cash equivalents include short-term, liquid investments in a money market deposit account. Cash and cash equivalents are carried at cost which approximates fair value.
Offering Costs
The Company incurs certain costs in connection with the registration of shares of its common stock. Offering costs principally relate to professional fees, printing costs, direct marketing expenses, due diligence costs, fees paid to regulators, and other expenses, including the salaries and/or expenses of the Adviser and its affiliates engaged in registering and marketing the Company’s common stock. Such allocated expenses of the Adviser and its affiliates may include the development of marketing materials and presentations, training and educational meetings, and generally coordinating the marketing process for the Company.
Pursuant to the Investment Advisory Agreement, the Company and the Adviser have agreed that the Company will not be liable for organization and offering costs, including transfer agent fees, in excess of 1.5% of the aggregate gross proceeds from the Company’s on-going offering. Should the Company resume continually offering its shares, any offering costs incurred will be capitalized and amortized as an expense on a straight-line basis over a 12-month period. For the periods ended June 30, 2023 and 2022 the Company did not incur any offering costs subject to the Adviser limitation.
Deferred Financing Costs
Financing costs incurred in connection with the Company’s unsecured notes and revolving credit facilities are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 5 - Borrowings for details on the credit facilities and unsecured notes.
Distributions
The Company’s Board of Directors authorizes and declares cash distributions payable on a quarterly basis to stockholders of record on each record date. The amount of each such distribution is subject to the discretion of the Board of Directors and applicable legal restrictions related to the payment of distributions. The Company calculates each stockholder’s specific distribution amount for the quarter using record and declaration dates. The distributions are payable by the fifth day following each record date. From time to time, the Company may also pay interim distributions, including capital gains distributions, at the discretion of the Company’s Board of Directors. The Company’s distributions may exceed earnings, especially during the period before it has substantially invested the proceeds from the offering. As a result, a portion of the distributions made by the Company may represent a return of capital for U.S. federal income tax purposes. A return of capital is a return of each stockholder’s investment rather than earnings or gains derived from the Company’s investment activities.
32

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The Company may fund cash distributions to stockholders from any sources of funds available to the Company, including advances from the Adviser that are subject to reimbursement, as well as offering proceeds, borrowings, net investment income from operations, capital gain proceeds from the sale of assets, and non-capital gain proceeds from the sale of assets. The Company has not established limits on the amount of funds it may use from available sources to make distributions. See Note 14 - Income Tax Information and Distributions to Stockholders for additional information.
Revenue Recognition
Interest Income
Investment transactions are accounted for on the trade date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and amortization of premium on investments.
The Company has a number of investments in Collateralized Securities. Interest income from investments in the “equity” class of these Collateralized Securities (in the Company's case, preferred shares or subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows, in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets ("ASC 325-40"). The Company monitors the expected cash inflows from its equity investments in Collateralized Securities, including the expected principal repayments. The effective yield is determined and updated quarterly. When the Company determines that a CLO's cash flows will not be recovered, the amortized cost basis of the CLO is written down as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss.
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Dividend income from SLF is recorded on accrual basis once dividends are declared by SLF's board of directors. Distributions from SLF are evaluated at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions as dividend income unless there are sufficient accumulated tax-basis earnings and profit in SLF prior to distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
Fee Income
Fee income, such as structuring fees, origination, closing, amendment fees, commitment, termination, and other upfront fees are generally non-recurring and are recognized as income when earned, either upon receipt or amortized into income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.
Payment-in-Kind Interest/Dividends
The Company may hold debt and equity investments in its portfolio that contain payment-in-kind (“PIK”) interest and dividend provisions. PIK interest and PIK dividends, which represent contractually deferred interest or dividends that add to the investment balance that is generally due at maturity, are recorded on accrual basis to the extent such amounts are expected to be collected.
Non-accrual Income
Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest which may include un-capitalized PIK interest is generally reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.
33

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation
Gain or loss on the sale of investments is calculated using the specific identification method. The Company measures realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when a gain or loss is realized.
Income Taxes
The Company has elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to federal income taxes in respect of each taxable year if it distributes dividends for federal income tax purposes to stockholders of an amount generally equal to at least 90% of ‘‘investment company taxable income,’’ as defined in the Code, and determined without regard to any deduction for dividends paid. Distributions declared prior to the filing of the previous year's tax return and paid up to twelve months after the previous tax year can be carried back to the prior tax year in determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Company may be subject to federal excise tax imposed at a rate of 4% on certain undistributed amounts. See Note 14 - Income Tax Information and Distributions to Stockholders for additional information.
Note 3 — Fair Value of Financial Instruments
The Company’s fair value measurements are classified into a fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurement, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3—Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
For investments for which Level 1 inputs, such as quoted prices, were not available at June 30, 2023 and December 31, 2022, the investments were valued at fair value as determined in good faith using the valuation policy approved by the Board of Directors using Level 2 and Level 3 inputs. The Company evaluates the source of inputs, including any markets in which the Company's investments are trading, in determining fair value. Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s investment portfolio at June 30, 2023 and December 31, 2022 may differ materially from values that would have been used had a ready market for the securities existed.
34

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the Board of Directors. Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. On a quarterly basis the Company performs an analysis of each investment to determine fair value as described below.
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Company may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined readily available, the Company uses the quote obtained.
Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Valuation Designee may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
For an investment in an investment fund that does not have a readily determinable fair value, the Valuation Designee measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of ASC Topic 946, as of the Company's measurement date.
For investments in Collateralized Securities, the Valuation Designee models both the assets and liabilities of each Collateralized Securities' capital structure. The model uses a waterfall engine to store the collateral data, generate cash flows from the assets, and distribute the cash flows to the liability structure based on the contractual priority of payments. The cash flows are discounted using rates that incorporate risk factors such as default risk, interest rate risk, downgrade risk, and credit spread risk, among others. In addition, the Valuation Designee considers broker quotations and/or comparable trade activity, which are considered as inputs to determining fair value when available.
As part of the Company's quarterly valuation process, the Valuation Designee may be assisted by one or more independent valuation firms. The Valuation Designee, under the supervision of the Board of Directors, determines the fair value of each investment, in good faith, based on the input of independent valuation firm(s) (to the extent applicable) and the Valuation Designee's own analysis.
Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.
For discussion of the fair value measurement of the Company's borrowings, refer to Note 5 - Borrowings.
For discussion of the fair value measurement of the Company's foreign currency contracts, refer to Note 6 - Derivatives.
35

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table presents fair value measurements of investments, by major class, as of June 30, 2023, according to the fair value hierarchy:
 Fair Value Measurements
 Level 1Level 2Level 3
Measured at Net Asset Value (1)
Total
Senior Secured First Lien Debt$— $37,003 $1,993,741 $— $2,030,744 
Senior Secured Second Lien Debt— 25,072 174,017 — 199,089 
Subordinated Debt— — 137,599 — 137,599 
Collateralized Securities— — 27,160 — 27,160 
Equity/Other308 8,005 187,540 10,360 206,213 
FBLC Senior Loan Fund, LLC— — 304,934 — 304,934 
Total$308 $70,080 $2,824,991 $10,360 $2,905,739 
______________
(1) In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient election have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.
The following table presents fair value measurements of investments, by major class, as of December 31, 2022, according to the fair value hierarchy:
 Fair Value Measurements
 Level 1Level 2Level 3
Measured at Net Asset Value (1)
Total
Senior Secured First Lien Debt$— $18,313 $1,976,960 $— $1,995,273 
Senior Secured Second Lien Debt— 23,970 179,329 — 203,299 
Subordinated Debt— — 134,958 — 134,958 
Collateralized Securities— — 30,288 — 30,288 
Equity/Other323 6,032 189,816 10,221 206,392 
FBLC Senior Loan Fund, LLC— — 304,934 — 304,934 
Total$323 $48,315 $2,816,285 $10,221 $2,875,144 
______________
(1) In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient election have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.
36

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the six months ended June 30, 2023:
 Senior Secured First Lien DebtSenior Secured Second Lien DebtSubordinated DebtCollateralized Securities
Equity/Other (1)
Total
Balance as of December 31, 2022
$1,976,960 $179,329 $134,958 $30,288 $494,750 $2,816,285 
Purchases and other adjustments to cost139,364 747 17,655 236 357 158,359 
Sales and repayments(89,093)(496)(14,406)(3,105)(863)(107,963)
Net realized gain (loss)561 — (499)863 934 
Transfers in— 10,904 — — — 10,904 
Transfers out(19,992)(12,716)— — — (32,708)
Net change in unrealized depreciation on investments(14,059)(3,751)(109)(268)(2,633)(20,820)
Balance as of June 30, 2023
$1,993,741 $174,017 $137,599 $27,160 $492,474 $2,824,991 
Net change in unrealized depreciation for the period relating to those Level 3 assets that were still held by the Company at the end of the period:$(14,081)$(3,751)$(15)$(268)$(2,037)$(20,152)
_______________
(1) Includes FBLC's investment in FBLC Senior Loan Fund, LLC.
For the six months ended June 30, 2023, transfers from Level 2 to Level 3 were due to current assessments of investment liquidity and a decrease in the number of observable market inputs. For the six months ended June 30, 2023, transfers from Level 3 to Level 2 were due to an increase in the number of observable market inputs.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2022:
 Senior Secured First Lien DebtSenior Secured Second Lien DebtSubordinated DebtCollateralized Securities
Equity/Other (1)
Total
Balance as of December 31, 2021
$1,779,316 $219,023 $118,077 $37,097 $523,378 $2,676,891 
Purchases and other adjustments to cost492,616 2,919 32,653 513 866 529,567 
Sales and repayments(291,141)(19,832)(15,537)(3,509)(24,574)(354,593)
Net realized gain (loss)1,587 (113)— — 3,032 4,506 
Transfers in10,243 10,882 — — — 21,125 
Transfers out— (22,297)— — (2,884)(25,181)
Net change in unrealized depreciation on investments(15,661)(11,253)(235)(3,813)(5,068)(36,030)
Balance as of December 31, 2022
$1,976,960 $179,329 $134,958 $30,288 $494,750 $2,816,285 
Net change in unrealized depreciation for the period relating to those Level 3 assets that were still held by the Company at the end of the period:$(16,421)$(11,176)$(234)$(3,813)$(8,173)$(39,817)
_______________
(1) Includes FBLC's investment in FBLC Senior Loan Fund, LLC.
37

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

For the year ended December 31, 2022, transfers from Level 2 to Level 3 were due to current assessments of investment liquidity and a decrease in the number of observable market inputs. For the year ended December 31, 2022, transfers from Level 3 to Level 2 were due to an increase in the number of observable market inputs.
The composition of the Company’s investments as of June 30, 2023, at amortized cost and fair value, were as follows:
 Investments at
Amortized Cost
Investments at
Fair Value
Fair Value
Percentage of
Total Portfolio
Senior Secured First Lien Debt$2,096,325 $2,030,744 69.9 %
Senior Secured Second Lien Debt223,465 199,089 6.9 
Subordinated Debt137,493 137,599 4.7 
Collateralized Securities45,227 27,160 0.9 
Equity/Other167,458 206,213 7.1 
FBLC Senior Loan Fund, LLC304,934 304,934 10.5 
Total$2,974,902 $2,905,739 100.0 %
The composition of the Company’s investments as of December 31, 2022, at amortized cost and fair value, were as follows:
 Investments at
Amortized Cost
Investments at
Fair Value
Fair Value
Percentage of
Total Portfolio
Senior Secured First Lien Debt$2,048,997 $1,995,273 69.4 %
Senior Secured Second Lien Debt223,193 203,299 7.1 
Subordinated Debt134,742 134,958 4.7 
Collateralized Securities48,088 30,288 1.1 
Equity/Other167,177 206,392 7.1 
FBLC Senior Loan Fund, LLC304,934 304,934 10.6 
Total$2,927,131 $2,875,144 100.0 %


















38

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Significant Unobservable Inputs
The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of June 30, 2023. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
Range
Asset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsMinimumMaximum
Weighted Average (a)
Senior Secured First Lien Debt$1,932,978 Yield AnalysisMarket Yield8.77%50.70%11.44%
Senior Secured First Lien Debt (c)
30,571 N/AN/AN/AN/AN/A
Senior Secured First Lien Debt19,334 Waterfall AnalysisEBITDA Multiple5.48x9.00x8.99x
Senior Secured First Lien Debt8,891 Waterfall AnalysisRevenue Multiple0.15x0.82x0.34x
Senior Secured First Lien Debt (b) (d)
1,967 Waterfall AnalysisAsset Recovery$63.10$63.10$63.10
Senior Secured Second Lien Debt163,618 Yield AnalysisMarket Yield11.66%20.81%15.42%
Senior Secured Second Lien Debt9,740 Waterfall AnalysisEBITDA Multiple4.60x8.15x7.37x
Senior Secured Second Lien Debt (b)
659 Waterfall AnalysisRevenue Multiple0.40x0.40x0.40x
Subordinated Debt (b)
74,499 Waterfall AnalysisTangible Net Asset Value Multiple1.53x1.53x1.53x
Subordinated Debt63,100 Waterfall AnalysisEBITDA Multiple1.85x1.85x1.85x
Collateralized Securities (d)
14,779 Waterfall AnalysisAsset Recovery$17.91$18.22$18.03
Collateralized Securities12,381 Yield AnalysisDiscount Rate14.80%21.00%18.91%
Equity/Other98,467 Waterfall AnalysisEBITDA Multiple1.85x26.55x3.50x
Equity/Other (b)
77,310 Waterfall AnalysisTangible Net Asset Value Multiple1.53x1.53x1.53x
Equity/Other5,330 Yield AnalysisMarket Yield13.25%21.35%20.15%
Equity/Other4,797 Waterfall AnalysisDiscount Rate22.00%22.00%22.00%
Equity/Other (b)
1,615 Waterfall AnalysisTBV Multiple1.15x1.15x1.15x
Equity/Other (b)
21 Waterfall AnalysisRevenue Multiple0.30x0.30x0.30x
FBLC Senior Loan Fund, LLC (b)
304,934 Discounted Cash FlowDiscount Rate13.81%13.81%13.81%
Total$2,824,991 
______________
(a)Weighted averages are calculated based on fair value of investments.
(b)This asset category contains one investment.
(c)Investment(s) were valued based on recent or pending transactions expected to close after the valuation date.
(d)Range and weighted average shown in millions.
There were no significant changes in valuation approach or technique as of June 30, 2023.
39

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of December 31, 2022. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.
Range
Asset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsMinimumMaximum
Weighted Average (a)
Senior Secured First Lien Debt$1,949,582 Yield AnalysisMarket Yield6.86%56.39%11.34%
Senior Secured First Lien Debt18,961 Waterfall AnalysisEBITDA Multiple4.77x9.00x8.99x
Senior Secured First Lien Debt8,417 Waterfall AnalysisRevenue Multiple0.10x0.77x0.32x
Senior Secured Second Lien Debt172,697 Yield AnalysisMarket Yield10.98%19.94%15.46%
Senior Secured Second Lien Debt5,872 Waterfall AnalysisEBITDA Multiple4.80x7.75x6.74x
Senior Secured Second Lien Debt (b)
760 Waterfall AnalysisRevenue Multiple0.51x0.51x0.51x
Subordinated Debt130,185 Waterfall AnalysisTangible Net Asset Value Multiple1.66x1.87x1.75x
Subordinated Debt (b)
4,773 Yield AnalysisMarket Yield19.28%19.28%19.28%
Collateralized Securities30,288 Discounted Cash FlowDiscount Rate14.32%23.50%19.59%
Equity/Other159,003 Waterfall AnalysisTangible Net Asset Value Multiple1.66x1.87x1.77x
Equity/Other15,018 Waterfall AnalysisEBITDA Multiple4.13x20.75x9.03x
Equity/Other8,277 Waterfall AnalysisDiscount Rate14.00%14.00%14.00%
Equity/Other3,587 Yield AnalysisMarket Yield13.00%27.50%24.32%
Equity/Other (b)
1,615 Waterfall AnalysisTBV Multiple0.95x0.95x0.95x
Equity/Other1,125 Waterfall AnalysisRevenue Multiple0.30x0.70x0.69x
Equity/Other (b) (c)
596 N/AN/AN/AN/AN/A
Equity/Other (b) (d)
595 Waterfall AnalysisAsset Recovery$110.00$110.00$110.00
FBLC Senior Loan Fund, LLC (b)
304,934 Discounted Cash FlowDiscount Rate13.69%13.69%13.69%
Total$2,816,285 
______________
(a)Weighted averages are calculated based on fair value of investments.
(b)This asset category contains one investment.
(c)Investment(s) were valued based on recent or pending transactions expected to close after the valuation date.
(d)Range and weighted average shown in millions
There were no significant changes in valuation approach or technique as of December 31, 2022.
Level 3 Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.
Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets.
The income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2023 and December 31, 2022. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.
40

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Valuations of loans, corporate debt, and other debt obligations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analysis, which incorporate comparisons to other debt instruments for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. The Company also considers the use of EBITDA multiples, revenue multiples, tangible net asset value multiples, TBV multiples, and other relevant multiples on its debt and equity investments to determine any credit gains or losses in certain instances. Increases or decreases in either of these inputs in isolation may result in a significantly lower or higher fair value measurement of the respective subject instrument.
As of June 30, 2023, the Company had six portfolio companies on non-accrual with a total amortized cost of $52.2 million and fair value of $12.0 million, which represented 1.8% and 0.4% of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2022, the Company had five portfolio companies on non-accrual with a total amortized cost of $44.6 million and fair value of $8.2 million, which represented 1.5%, and 0.3% of the investment portfolio's total amortized cost and fair value, respectively. Refer to Note 2 - Summary of Significant Accounting Policies - for additional details regarding the Company’s non-accrual policy.
41

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

FBLC Senior Loan Fund, LLC
On January 20, 2021, FBLC and Cliffwater Corporate Lending Fund (“CCLF”) formed a joint venture, FBLC Senior Loan Fund, LLC (the “SLF”), that invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by FBLC for financial reporting purposes. FBLC provides capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. As of June 30, 2023 and December 31, 2022, FBLC and CCLF owned 79.8% and 20.2%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, an affiliate of the Company, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. FBLC and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.
As part of the initial contribution to SLF, FBLC contributed $751.8 million of assets, including $664.2 million of investments and $42.4 million of cash, as well as $446.9 million worth of liabilities, including the Citi Credit Facility (as defined in Note 5) debt of $344.4 million in exchange for $304.9 million of equity in SLF. As of June 30, 2023 and December 31, 2022, FBLC’s investment in SLF consisted of equity contributions of $304.9 million. FBLC’s investment in SLF is classified as “Equity/Other” on the Consolidated Schedules of Investments, and other disclosures unless otherwise indicated. Subsequent to the initial contribution, FBLC may sell investments to SLF. For the six months ended June 30, 2023 and the year ended December 31, 2022, FBLC had not sold any investments to SLF.
Below is a summary of SLF’s portfolio as of June 30, 2023 and December 31, 2022. A listing of the individual investments in SLF’s portfolio as of such dates can be found below:
June 30, 2023December 31, 2022
(Unaudited)
Total assets$974,427 $965,671 
Total investments (1)
$882,284 $855,705 
Weighted Average Current Yield for Total Portfolio (2)
10.8 %10.2 %
Number of Portfolio companies in SLF164 163 
Largest portfolio company investment (1)
$19,553 $19,381 
Total of five largest portfolio company investments (1)
$87,135 $86,158 
_____________________
(1) At fair value.
(2) Includes the effect of the amortization or accretion of loan premiums or discounts.
SLF may invest in portfolio companies in the same industries in which FBLC directly invests.
Below is a listing of SLF’s individual investments as of June 30, 2023:
June 30, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Senior Secured First Lien Debt
Accentcare, Inc. (b)Healthcare
L+ 4.00% (9.48%)
6/22/2026$9,878 $9,878 $8,039 2.3 %
Access CIG, LLC (b)Business Services
L+ 3.75% (8.94%)
2/27/20254,165 4,160 4,117 1.2 %
Acrisure, LLC (b)Financials
L+ 3.50% (8.69%)
2/15/202720,009 19,688 19,387 5.5 %
Adtalem Global Education, Inc. (f)Education
5.50%
3/1/20281,042 1,042 946 0.3 %
Adtalem Global Education, Inc. (f)Education
L+ 4.00% (9.19%)
8/12/2028692 692 692 0.2 %
Advisor Group, Inc. (f)Financials
L+ 4.50% (9.69%)
7/31/20267,782 7,782 7,783 2.2 %
Alchemy US Holdco 1, LLC (b)Industrials
L+ 5.50% (10.65%)
10/10/202515,555 15,465 14,894 4.2 %
Allied Universal Holdco, LLC (b)Business Services
S+ 4.75% (9.88%)
5/12/20285,000 4,854 4,877 1.4 %
42

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

June 30, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Altice Financing, SA (f)Telecom
5.00%
1/15/2028$2,000 $1,943 $1,594 0.5 %
Altice France, SA (b) (e)Telecom
S+ 5.50% (10.49%)
8/15/202812,542 11,725 11,120 3.2 %
Alvogen Pharma US, Inc. (b)Healthcare
S+ 7.50% (12.89%)
6/30/202511,568 11,514 10,851 3.1 %
Amentum Government Services Holdings, LLC (f)Industrials
S+ 4.00% (9.22%)
1/29/20271,960 1,952 1,925 0.5 %
Amentum Government Services Holdings, LLC (b)Industrials
S+ 4.00% (9.15%)
2/15/20294,950 4,890 4,826 1.4 %
American Airlines Inc/AAdvantage Loyalty IP, Ltd. (b)Transportation
L+ 4.75% (10.00%)
4/20/20288,316 8,252 8,482 2.4 %
American Rock Salt Company, LLC (f)Chemicals
S+ 4.00% (9.22%)
6/9/20284,705 4,705 4,399 1.2 %
AP Gaming I, LLC (f)Gaming/Lodging
S+ 4.00% (9.39%)
2/15/20297,374 7,264 7,284 2.1 %
Apollo Commercial Real Estate Finance, Inc. (f)Financials
4.63%
6/15/20293,000 3,000 2,334 0.7 %
AppLovin Corp. (b)Media/Entertainment
S+ 3.10% (8.20%)
10/25/20288,888 8,874 8,857 2.5 %
Artera Services, LLC (f)Utilities
L+ 3.50% (8.66%)
3/6/20252,450 2,442 2,136 0.6 %
Ascensus Holidngs, Inc. (b)Business Services
S+ 3.50% (8.72%)
8/2/20287,880 7,875 7,737 2.2 %
Astoria Energy, LLC (f)Utilities
S+ 3.50% (8.60%)
12/10/20271,921 1,921 1,902 0.5 %
Astro AB Merger Sub, Inc. (f)Financials
L+ 4.25% (9.79%)
4/30/20243,766 3,765 3,135 0.9 %
Asurion, LLC (b)Business Services
L+ 3.25% (8.79%)
12/23/20264,899 4,841 4,711 1.3 %
Athenahealth Group, Inc. (b)Healthcare
S+ 3.50% (8.59%)
2/15/202912,886 12,827 12,386 3.5 %
Athletico Management, LLC (f)Healthcare
S+ 4.25% (9.64%)
2/15/20294,950 4,930 4,002 1.1 %
Avaya Holdings Corp. Technology
S+ 8.50% (13.60%) 7.00% PIK
8/1/20282,483 2,434 2,123 0.6 %
Bally's Corp. (b)Gaming/Lodging
L+ 3.25% (8.40%)
10/2/20282,689 2,669 2,625 0.7 %
Bella Holding Company, LLC (f)Healthcare
S+ 3.75% (8.95%)
5/10/20282,936 2,915 2,863 0.8 %
Blackstone CQP Holdco, LP (b)Industrials
L+ 3.50% (8.66%)
6/5/20288,199 8,170 8,178 2.3 %
BMC Software Finance, Inc. (b)Technology
S+ 3.75% (8.97%)
10/2/202512,527 12,536 12,414 3.5 %
Bomgar Corp. (f)Technology
L+ 4.00% (9.19%)
4/18/20253,828 3,835 3,772 1.1 %
Cablevision Lightpath, LLC (f)Telecom
3.88%
9/15/20272,000 1,942 1,675 0.5 %
Cirque Du Soleil Holding USA Newco, Inc. (f)Media/Entertainment
S+ 4.25% (9.49%)
3/8/20303,491 3,457 3,459 1.0 %
CLP Health Services, Inc. (b)Healthcare
S+ 4.25% (9.49%)
12/31/202612,719 12,684 11,566 3.3 %
CNT Holdings I Corp. (f)Consumer
S+ 3.50% (8.46%)
11/8/20273,421 3,421 3,406 1.0 %
CommerceHub, Inc. (f)Technology
S+ 4.00% (9.22%)
12/29/20279,493 9,493 8,231 2.3 %
Community Care Health Network, LLC (b)Healthcare
S+ 4.75% (9.97%)
2/17/20259,610 9,597 8,649 2.5 %
Compass Power Generation, LLC (b)Utilities
S+ 4.25% (9.47%)
4/14/20294,347 4,223 4,329 1.2 %
Connect Finco SARL (f)Telecom
L+ 3.50% (8.70%)
12/11/20267,423 7,440 7,411 2.1 %
Connectwise, LLC (f)Software/Services
L+ 3.50% (8.69%)
9/29/20286,895 6,884 6,701 1.9 %
Conservice Midco, LLC (b)Business Services
S+ 4.25% (9.40%)
5/13/20277,583 7,590 7,522 2.1 %
Conterra Ultra Broadband, LLC (b)Telecom
S+ 4.75% (9.96%)
4/30/20266,608 6,608 6,608 1.9 %
Corelogic, Inc. (b)Business Services
L+ 3.50% (8.75%)
6/2/20287,860 7,849 7,086 2.0 %
Directv Financing, LLC (b)Media/Entertainment
S+ 5.00% (10.22%)
8/2/20274,213 4,177 4,114 1.2 %
Dish Dbs Corp. (f)Cable
5.25%
12/1/2026700 700 562 0.2 %
Dish Dbs Corp. (f)Cable
5.75%
12/1/20281,000 1,000 744 0.2 %
Division Holding Corp. (b)Business Services
L+ 4.75% (9.90%)
5/27/20288,608 8,609 8,407 2.4 %
Dynasty Acquisition Co., Inc. (e)Industrials
S+ 3.50% (8.70%)
4/6/20262,781 2,709 2,754 0.8 %
Dynasty Acquisition Co., Inc. (e)Industrials
S+ 3.50% (8.70%)
4/6/20265,172 5,039 5,122 1.5 %
Edgewater Generation, LLC (b)Utilities
S+ 3.75% (8.97%)
12/13/20252,374 2,365 2,195 0.6 %
Entain Holdings Gibraltar, Ltd. (f)Gaming/Lodging
S+ 3.50% (8.44%)
10/31/2029505 500 503 0.1 %
Flex Acquisition Company, Inc. (f)Paper & Packaging
S+ 4.18% (9.38%)
4/13/20292,475 2,421 2,433 0.7 %
Florida Food Products, LLC (f)Food & Beverage
L+ 5.00% (10.19%)
10/18/20287,900 7,806 7,406 2.1 %
43

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

June 30, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Foley Products Co, LLC (b)Industrials
S+ 4.75% (10.14%)
12/29/2028$3,068 $3,042 $3,030 0.9 %
Frontier Communications Corp. (f)Telecom
5.00%
5/1/20281,240 1,289 1,070 0.3 %
Frontier Communications Corp. (b)Telecom
L+ 3.75% (9.00%)
5/1/202819,132 19,119 18,483 5.2 %
Galaxy US OpCo, Inc. (b) (f)Software/Services
S+ 4.75% (9.85%)
4/29/20295,854 5,307 5,488 1.6 %
Geon Performance Solutions, LLC (b)Chemicals
L+ 4.50% (10.04%)
8/18/20284,634 4,608 4,563 1.3 %
Gordian Medical, Inc. (b)Healthcare
S+ 6.25% (11.75%)
1/31/202710,894 10,845 9,641 2.7 %
Greeneden U.S. Holdings I, LLC (b)Software/Services
S+ 4.00% (9.22%)
12/1/20274,865 4,785 4,848 1.4 %
GVC Holdings Gibraltar, Ltd. (f)Gaming/Lodging
S+ 2.50% (7.44%)
3/29/20274,900 4,896 4,878 1.4 %
HAH Group Holding Company, LLC (b)Healthcare
S+ 5.00% (10.21%)
10/29/2027726 726 726 0.2 %
HAH Group Holding Company, LLC (b)Healthcare
S+ 5.00% (10.21%)
10/29/20275,739 5,676 5,739 1.6 %
Hamilton Projects Acquiror, LLC (f)Utilities
S+ 4.50% (9.72%)
6/17/20274,895 4,878 4,840 1.4 %
Heartland Dental, LLC (e)Healthcare
S+ 3.75% (8.95%)
4/30/20254,071 3,973 4,003 1.1 %
Hertz Corp. (b) (f)Transportation
S+ 3.25% (8.47%)
6/30/20284,122 4,111 4,112 1.2 %
Hertz Corp. (b) (f)Transportation
S+ 3.25% (8.47%)
6/30/2028793 791 791 0.2 %
HireRight, Inc. (b)Business Services
L+ 3.75% (8.94%)
7/11/20255,146 5,132 5,134 1.5 %
Hudson River Trading, LLC (b)Financials
S+ 3.00% (8.22%)
3/20/20285,365 5,311 5,209 1.5 %
ICP Industrial, Inc. (f)Chemicals
S+ 3.75% (9.25%)
12/29/20276,110 6,103 4,610 1.3 %
IDERA, Inc. (f)Technology
S+ 3.75% (9.01%)
3/2/20286,877 6,884 6,685 1.9 %
IMA Financial Group, Inc. (b)Financials
S+ 4.25% (9.44%)
11/1/20281,860 1,814 1,844 0.5 %
Ineos US Finance, LLC (f)Chemicals
S+ 2.50% (7.70%)
11/8/20283,950 3,946 3,890 1.1 %
Intelsat Jackson Holdings, SA (b)Telecom
S+ 4.25% (9.44%)
2/1/20298,111 8,032 8,070 2.3 %
Jack Ohio Finance, LLC (f)Gaming/Lodging
S+ 4.75% (9.97%)
10/4/20283,938 3,923 3,817 1.1 %
Jane Street Group, LLC (f)Financials
4.50%
11/15/20297,000 6,628 6,027 1.7 %
Jump Financial, LLC (b)Financials
S+ 4.50% (10.00%)
8/7/20287,381 7,275 7,030 2.0 %
Kingpin Intermediate Holdings, LLC (f)Consumer
S+ 3.50% (8.60%)
2/8/20282,115 2,079 2,099 0.6 %
Kissner Milling Co., Ltd. (f)Industrials
4.88%
5/1/20282,000 1,934 1,789 0.5 %
Kuehg Corp. (f)Education
S+ 5.00% (10.24%)
6/12/20305,000 4,750 4,944 1.4 %
LABL, Inc. (b)Paper & Packaging
S+ 5.00% (10.20%)
10/29/20283,940 3,893 3,896 1.1 %
LifePoint Health, Inc. (b)Healthcare
L+ 3.75% (9.02%)
11/16/20255,195 5,207 4,801 1.4 %
LifePoint Health, Inc. (f)Healthcare
4.38%
2/15/20272,000 2,000 1,550 0.4 %
Lightstone Holdco, LLC (f)Utilities
S+ 5.75% (10.85%)
1/29/2027397 358 358 0.1 %
Lightstone Holdco, LLC (f)Utilities
S+ 5.75% (10.86%)
1/29/20277,018 6,324 6,325 1.8 %
Liquid Tech Solutions Holdings, LLC (b) (f)Industrials
L+ 4.75% (9.96%)
3/20/202810,062 10,021 9,750 2.8 %
Luxembourg Investment Co., 428 SARL (b)Chemicals
S+ 5.00% (10.39%)
1/3/20293,686 3,658 2,682 0.8 %
Madison IAQ, LLC (f)Industrials
4.13%
6/30/20282,000 1,986 1,755 0.5 %
Medallion Midland Acquisition, LP (f)Energy
S+ 3.75% (9.25%)
10/18/20285,544 5,519 5,492 1.6 %
MH Sub I, LLC (b)Business Services
S+ 4.25% (9.35%)
5/3/20285,000 4,877 4,790 1.4 %
Michael Baker International, LLC (b)Industrials
L+ 5.00% (10.15%)
12/1/20283,284 3,258 3,263 0.9 %
MPH Acquisition Holdings, LLC (f)Healthcare
5.50%
9/1/20282,000 1,992 1,706 0.5 %
MPH Acquisition Holdings, LLC (b)Healthcare
L+ 4.25% (9.73%)
9/1/20284,913 4,837 4,371 1.2 %
MYOB US Borrower, LLC (f)Business Services
S+ 4.00% (9.10%)
5/6/20265,383 5,375 5,197 1.5 %
Naked Juice, LLC (f)Food & Beverage
S+ 3.25% (8.45%)
1/24/20291,416 1,413 1,314 0.4 %
National Mentor Holdings, Inc. (f)Healthcare
S+ 3.75% (9.09%)
3/2/2028179 179 135 0.0 %
National Mentor Holdings, Inc. (b) (f)Healthcare
S+ 3.75% (8.95%)
3/2/20285,417 5,394 4,073 1.2 %
Nexus Buyer, LLC (f)Business Services
S+ 3.75% (8.95%)
11/9/20269,394 9,185 9,049 2.6 %
44

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

June 30, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Nouryon Finance B.V. (e)Chemicals
S+ 4.00% (9.32% )
4/3/2028$2,303 $2,283 $2,278 0.6 %
Novae, LLC (f)Industrials
S+ 5.00% (10.34%)
12/22/20284,938 4,908 4,345 1.2 %
Pathway Vet Alliance, LLC (b)Healthcare
L+ 3.75% (8.94%)
3/31/20272,955 2,961 2,600 0.7 %
Paysafe Finance, PLC (f)Software/Services
4.00%
6/15/2029400 400 315 0.1 %
Peraton Corp. (b)Industrials
S+ 3.75% (8.95%)
2/1/20282,901 2,875 2,844 0.8 %
PG&E Corp. (f)Utilities
S+ 3.00% (8.22%)
6/23/202510,535 10,557 10,510 3.0 %
Polaris Newco, LLC (f)Business Services
L+ 4.00% (9.54%)
6/2/20281,970 1,924 1,809 0.5 %
Power Stop, LLC (f)Transportation
L+ 4.75% (9.94%)
1/26/20293,535 3,504 2,640 0.7 %
Project Accelerate Parent, LLC (e)Technology
S+ 4.25% (9.47%)
1/2/202515,858 15,540 15,581 4.4 %
Proofpoint, Inc. (b)Software/Services
S+ 3.25% (8.47%)
8/31/20286,405 6,363 6,261 1.8 %
Protective Industrial Products, Inc. (b)Industrials
S+ 4.00% (9.22%)
12/29/20278,989 8,953 8,517 2.4 %
Pug, LLC (f)Technology
S+ 3.50% (8.72%)
2/12/20274,886 4,801 4,330 1.2 %
Quikrete Holdings, Inc. (f)Industrials
S+ 3.00% (8.22%)
3/19/20297,900 7,863 7,902 2.2 %
Roper Industrial Products Investment Co., LLC (f)Industrials
S+ 4.50% (9.74%)
11/22/20295,586 5,398 5,558 1.6 %
RXB Holdings, Inc. (f)Healthcare
S+ 4.50% (9.69%)
12/20/202710,051 10,074 9,700 2.8 %
S&S Holdings, LLC (f)Consumer
S+ 5.00% (10.09%)
3/11/20286,843 6,686 5,943 1.7 %
Safe Fleet Holdings, LLC (b)Industrials
S+ 3.75% (8.93%)
2/23/20297,406 7,369 7,391 2.1 %
Safety Products/JHC Acquisition Corp. (b)Industrials
S+ 4.50% (9.70%)
6/28/2026924 885 878 0.2 %
Safety Products/JHC Acquisition Corp. (b) (f)Industrials
S+ 4.50% (9.70%)
6/28/202617,093 16,530 16,239 4.6 %
Schenectady International Group, Inc. (b)Chemicals
S+ 4.75% (9.72%)
10/15/202519,721 19,653 15,497 4.4 %
SCIH Salt Holdings, Inc. (f)Industrials
L+ 4.00% (9.19%)
3/16/20273,667 3,644 3,608 1.0 %
Sierra Acquisition, Inc. (b)Food & Beverage
L+ 4.00% (8.83%)
11/11/20244,976 4,883 3,645 1.0 %
Sophia, LP (f)Software/Services
L+ 3.50% (9.04%)
10/7/20272,958 2,961 2,923 0.8 %
Sotera Health Holdings, LLC (f)Healthcare
S+ 3.75% (8.82%)
12/11/20264,240 4,121 4,235 1.2 %
SSH Group Holdings, Inc. (e)Education
L+ 4.00% (9.54%)
7/30/202510,355 10,099 10,262 2.9 %
Staples, Inc. (b)Business Services
L+ 5.00% (10.30%)
4/16/20264,873 4,837 4,155 1.2 %
Team Health Holdings, Inc. (e) (f)Healthcare
S+ 5.25% (10.35%)
3/2/20275,402 4,258 3,695 1.0 %
Tecta America Corp. (f)Industrials
S+ 4.00% (9.22%)
4/10/20288,908 8,890 8,847 2.5 %
The Dun & Bradstreet Corp. (f)Business Services
S+ 3.25% (8.43%)
2/6/20264,659 4,670 4,660 1.3 %
Traverse Midstream Partners, LLC (b)Energy
S+ 3.75% (8.94%)
2/16/202813,054 13,038 12,923 3.7 %
Triton Water Holdings, Inc. (f)Food & Beverage
L+ 3.50% (8.66%)
3/31/20287,350 7,338 7,094 2.0 %
Truck Hero, Inc. (f)Transportation
S+ 3.75% (8.97%)
1/31/20281,466 1,464 1,378 0.4 %
UKG, Inc. (f)Technology
S+ 4.50% (9.88%)
5/4/20263,594 3,504 3,582 1.0 %
Ultimate Software Group, Inc. (f)Technology
S+ 3.75% (8.90%)
5/4/20261,197 1,175 1,179 0.3 %
United Airlines, Inc. (f)Transportation
4.63%
4/15/2029500 444 456 0.1 %
United Airlines, Inc. (f)Transportation
L+ 3.75% (9.29%)
4/21/20282,974 2,966 2,969 0.8 %
University Support Services, LLC (f)Education
S+ 3.25% (8.45%)
2/10/20294,925 4,910 4,879 1.4 %
Urban One, Inc. (f)Media/Entertainment
7.38%
2/1/20285,000 5,128 4,358 1.2 %
Venga Finance SARL (b)Telecom
S+ 4.75% (10.28%)
6/28/20293,970 3,860 3,803 1.1 %
Veritext Corp. (f)Business Services
S+ 3.50% (8.72%)
8/1/20253,440 3,413 3,388 1.0 %
Vyaire Medical, Inc. (f)Healthcare
L+ 4.75% (9.94%)
4/16/20257,315 6,630 5,157 1.5 %
WaterBridge Midstream Operating, LLC (b)Energy
L+ 5.75% (11.01%)
6/22/20268,608 7,921 8,541 2.4 %
Watlow Electric Manufacturing, Co. (b)Industrials
S+ 3.75% (9.06%)
3/2/20289,330 9,297 9,209 2.6 %
Western Dental Services, Inc. (f)Healthcare
L+ 4.50% (9.69%)
8/18/20288,939 8,933 7,665 2.2 %
Western Dental Services, Inc. (f)Healthcare
L+ 4.50% (9.69%)
8/18/2028913 913 782 0.2 %
45

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

June 30, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Wilsonart, LLC (b)Consumer
L+ 3.50% (8.71%)
12/31/2026$7,337 $7,334 $7,219 2.0 %
Windsor Holdings III, LLC (f)Chemicals
S+ 4.50% (9.74%)
6/21/20303,319 3,252 3,257 0.9 %
WMG Acquisition Corp. Media/Entertainment
3.00%
2/15/2031500 399 404 0.1 %
WWEX UNI TopCo Holdings, LLC (b)Transportation
S+ 4.00% (9.50%)
7/26/20282,460 2,385 2,331 0.7 %
YI, LLC (e)Healthcare
S+ 4.00% (9.20%)
11/7/20245,841 5,587 5,695 1.6 %
Zayo Group Holdings, Inc. (f)Telecom
S+ 3.00% (8.22%)
3/9/20274,000 3,419 3,131 1.0 %
Subtotal Senior Secured First Lien Debt $819,887 $781,709 221.8 %
Senior Secured Second Lien Debt
American Rock Salt Company, LLC (b)Chemicals
S+ 7.25% (12.47%)
6/11/2029$1,943 $1,924 $1,739 0.5 %
Asurion, LLC (b) (f)Business Services
S+ 5.25% (10.45%)
1/31/20289,632 9,384 8,169 2.3 %
Edelman Financial Center, LLC (b) (e)Financials
L+ 6.75% (11.94%)
7/20/20267,972 7,559 7,677 2.2 %
IDERA, Inc. (b) (e)Technology
S+ 6.75% (12.01%)
3/2/20291,545 1,410 1,435 0.4 %
Tecta America Corp. (b)Industrials
S+ 8.50% (13.72%)
4/9/20294,998 4,973 4,998 1.4 %
Subtotal Senior Secured Second Lien Debt $25,250 $24,018 6.8 %
Collateralized Securities
Collateralized Securities - Debt Investments
AIG CLO, Ltd. 21-1A F Diversified Investment Vehicles
L+ 6.90% (12.17%)
4/22/2034$1,410 $1,294 $1,053 0.3 %
Battalion CLO, Ltd. 21-17A F Diversified Investment Vehicles
L+ 7.50% (12.75%)
3/9/20341,224 1,139 893 0.3 %
Carlyle GMS CLO, 16-3A FRR Diversified Investment Vehicles
L+ 8.60% (13.85%)
7/20/20342,100 1,993 1,642 0.5 %
Covenant Credit Partners CLO, Ltd. 17 1A E Diversified Investment Vehicles
L+ 6.45% (11.71%)
10/15/20292,500 2,309 2,059 0.6 %
Eaton Vance CDO, Ltd. 15-1A FR Diversified Investment Vehicles
L+ 7.97% (13.22%)
1/20/20302,000 1,771 1,554 0.4 %
Elevation CLO, Ltd. 13-1A D2 Diversified Investment Vehicles
L+ 7.65% (12.97%)
8/15/20322,000 1,965 1,804 0.5 %
Fortress Credit BSL, Ltd. 22-1A E Diversified Investment Vehicles
S+ 8.15% (13.22%)
10/23/20341,000 981 921 0.3 %
Great Lakes CLO, Ltd. 21-6A E Diversified Investment Vehicles
L+ 8.29% (12.82%)
1/15/20345,150 4,962 4,380 1.2 %
Greywolf CLO, Ltd. 20-3RA ER Diversified Investment Vehicles
S+ 9.00% (14.07%)
4/15/20331,000 883 815 0.2 %
Hayfin Kingsland XI, Ltd. 19-2A ER Diversified Investment Vehicles
L+ 7.72% (12.97%)
10/20/20342,500 2,432 2,330 0.7 %
Highbridge Loan Management, Ltd. 11A-17 E Diversified Investment Vehicles
L+ 6.10% (11.42%)
5/6/20303,000 2,731 2,335 0.7 %
Jamestown CLO, Ltd. 22-18A E Diversified Investment Vehicles
S+ 7.87% (12.94%)
7/25/20353,000 2,741 2,680 0.8 %
KKR Financial CLO, Ltd. 15 FR Diversified Investment Vehicles
L+ 8.50% (13.76%)
1/18/20322,000 1,903 1,569 0.4 %
LCM, Ltd. Partnership 16A ER2 Diversified Investment Vehicles
L+ 6.38% (11.64%)
10/15/20312,500 2,304 2,089 0.6 %
Marble Point CLO, Ltd. 20-1A E Diversified Investment Vehicles
L+ 6.82% (12.07%)
4/20/20334,500 4,410 3,905 1.1 %
Medalist Partners Corporate Finance CLO, Ltd. 21-1A D Diversified Investment Vehicles
L+ 7.48% (12.73%)
10/20/20343,000 2,864 2,498 0.7 %
Northwoods Capital, Ltd. 17-15A ER Diversified Investment Vehicles
L+ 7.64% (13.15%)
6/20/20343,000 2,927 2,568 0.7 %
46

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

June 30, 2023
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Ocean Trails CLO 22-12A E Diversified Investment Vehicles
S+ 8.11% (13.16%)
7/20/2035$3,460 $3,195 $3,050 0.9 %
OCP CLO, Ltd. 14-5A DR Diversified Investment Vehicles
L+ 5.70% (10.97%)
4/26/20312,200 2,093 1,799 0.5 %
OZLM, Ltd. 16-15A DR Diversified Investment Vehicles
L+ 6.75% (12.00%)
4/20/20332,000 1,912 1,560 0.4 %
Palmer Square CLO, Ltd. 21-4A F Diversified Investment Vehicles
L+ 7.66% (12.92%)
10/15/20341,500 1,432 1,250 0.4 %
Regatta II Funding, LP 13-2A DR2 Diversified Investment Vehicles
L+ 6.95% (12.21%)
1/15/20292,000 1,936 1,759 0.5 %
Saranac CLO, Ltd. 20-8A E Diversified Investment Vehicles
L+ 8.12% (13.50%)
2/20/20331,455 1,442 1,281 0.4 %
Sculptor CLO, Ltd. 27A E Diversified Investment Vehicles
L+ 7.05% (12.30%)
7/20/20341,500 1,461 1,286 0.4 %
Sound Point CLO, Ltd. 17-1A E Diversified Investment Vehicles
L+ 5.96% (11.23%)
1/23/20294,000 3,658 3,223 0.9 %
Sound Point CLO, Ltd. 17-2A E Diversified Investment Vehicles
L+ 6.10% (11.36%)
7/25/20302,400 2,107 1,794 0.5 %
Sound Point CLO, Ltd. 18-3A D Diversified Investment Vehicles
L+ 5.79% (11.06%)
10/26/20311,000 910 723 0.2 %
Symphony CLO, Ltd. 2012-9A ER2 Diversified Investment Vehicles
L+ 6.95% (12.21%)
7/16/20323,000 2,791 2,587 0.7 %
Trimaran CAVU 2021-2A, Ltd. 21-2A E Diversified Investment Vehicles
L+ 7.20% (12.46%)
10/25/20343,000 2,947 2,554 0.7 %
Trysail CLO, Ltd. 21-1A E Diversified Investment Vehicles
L+ 7.38% (12.63%)
7/20/20321,500 1,450 1,287 0.4 %
Venture CDO, Ltd. 16-23A ER2 Diversified Investment Vehicles
L+ 7.55% (12.82%)
7/19/20343,000 2,919 2,542 0.7 %
Venture CDO, Ltd. 16-25A E Diversified Investment Vehicles
L+ 7.20% (12.45%)
4/20/20292,000 1,953 1,652 0.5 %
Venture CDO, Ltd. 20-39A E Diversified Investment Vehicles
L+ 7.63% (12.89%)
4/15/20334,995 4,963 4,384 1.2 %
Venture CLO 43, Ltd. 21-43A E Diversified Investment Vehicles
L+ 7.15% (12.41%)
4/15/20343,000 2,920 2,560 0.7 %
Wind River CLO, Ltd. 14-2A FR Diversified Investment Vehicles
L+ 7.87% (13.13%)
1/15/20313,000 2,549 1,861 0.5 %
Zais CLO 13, Ltd. 19-13A D1 Diversified Investment Vehicles
L+ 4.52% (9.78%)
7/15/20323,000 2,751 2,625 0.7 %
Subtotal Collateralized Securities$84,998 $74,872 21.2 %
Equity/Other
Avaya Holdings Corp. Technology88 $1,244 $1,409 0.4 %
Avaya Holdings Corp. Technology17 244 276 0.1 %
Subtotal Equity/Other$1,488 $1,685 0.5 %
TOTAL INVESTMENTS $931,623 $882,284 250.3 %
______________
(a)The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L"), Secured Overnight Financing Rate ("SOFR" or "S"), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, SLF has provided the spread over the relevant reference rate and the current interest rate in effect at June 30, 2023. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.
(b)SLF's investment or a portion thereof is pledged as collateral under the BAML Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(c)Percentages are based on SLF members' capital as of June 30, 2023.
47

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

(d)SLF has various unfunded commitments to portfolio companies.
(e)SLF's investment or a portion thereof is held through a total return swap agreement with J.P. Morgan.
(f)SLF's investment or a portion thereof is pledged as collateral under the CIBC Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
SLF had $1.6 million of unfunded commitments on delayed draw term loans as of June 30, 2023.
Below is a listing of SLF’s individual investments as of December 31, 2022:
December 31, 2022
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Senior Secured First Lien Debt
Accentcare, Inc. (b)Healthcare
L+ 4.00% (8.74%)
6/22/2026$9,929 $9,929 $6,652 2.0 %
Access Cig, LLC (b)Business Services
L+ 3.75% (7.82%)
2/27/20254,188 4,180 4,094 1.2 %
Acrisure, LLC (b)Financials
L+ 3.50% (7.88%)
2/15/202720,112 19,758 18,830 5.6 %
Adtalem Global Education, Inc.Education
5.50%
3/1/20281,042 1,042 953 0.3 %
Adtalem Global Education, Inc. (f)Education
L+ 4.00% (8.39%)
8/12/2028692 693 685 0.2 %
Advisor Group, Inc. (f)Financials
L+ 4.50% (8.57%)
7/31/20267,823 7,823 7,638 2.3 %
Alchemy US Holdco 1, LLC (b)Industrials
L+ 5.50% (9.88%)
10/10/202515,555 15,441 14,467 4.3 %
Allegiant Travel, Co.Transportation
7.25%
8/15/20271,200 1,194 1,143 0.3 %
Altice Financing, SATelecom
5.00%
1/15/20282,000 1,937 1,616 0.5 %
Alvogen Pharma US, Inc. (b)Healthcare
S+ 7.50% (12.23%)
6/30/202511,873 11,809 10,638 3.3 %
Amentum Government Services Holdings, LLC (f)Industrials
L+ 4.00% (7.67%)
1/29/20271,970 1,960 1,922 0.6 %
Amentum Government Services Holdings, LLC (b)Industrials
S+ 4.00% (7.56%)
2/15/20294,975 4,909 4,837 1.4 %
American Airlines Inc/AAdvantage Loyalty IP, Ltd. (b)Transportation
L+ 4.75% (8.99%)
4/20/20288,316 8,249 8,271 2.5 %
American Rock Salt Company, LLC (f)Chemicals
L+ 4.00% (8.38%)
6/9/20284,729 4,729 4,433 1.3 %
AmWINS Group, Inc. (f)Financials
L+ 2.25% (6.32%)
2/19/20284,925 4,869 4,831 1.4 %
AP Gaming I, LLC (f)Gaming/Lodging
S+ 4.00% (8.73%)
2/15/20297,411 7,291 7,003 2.1 %
Apollo Commercial Real Estate Finance, Inc.Financials
4.63%
6/15/20293,000 3,000 2,418 0.7 %
AppLovin Corp. (b)Media/Entertainment
P+ 2.00% (9.50%)
10/25/20288,933 8,913 8,464 2.5 %
Artera Services, LLC (f)Utilities
L+ 3.50% (8.23%)
3/6/20252,463 2,453 2,012 0.6 %
Ascensus Holidngs, Inc. (b)Business Services
L+ 3.50% (8.25%)
8/2/20287,920 7,913 7,547 2.2 %
Astoria Energy, LLC (f)Utilities
L+ 3.50% (7.57%)
12/10/20271,937 1,937 1,908 0.6 %
Astro AB Merger Sub, Inc. (f)Financials
L+ 4.25% (8.98%)
4/30/20243,795 3,792 3,675 1.1 %
Asurion, LLC (b)Business Services
L+ 3.25% (7.63%)
12/23/20264,925 4,857 4,380 1.3 %
Athenahealth, Inc. (b)Healthcare
S+ 3.50% (7.82%)
2/15/202912,951 12,891 11,660 3.5 %
Athletico Management, LLC (f)Healthcare
S+ 4.25% (8.98%)
2/15/20294,975 4,952 4,024 1.2 %
Avaya Holdings Corp.Technology
L+ 4.00% (8.32%)
12/15/20278,543 8,543 2,879 0.9 %
Aveanna Healthcare, LLC (f)Healthcare
L+ 3.75% (7.77%)
7/17/202893 92 71 0.0 %
Bally's Corp. (b)Gaming/Lodging
L+ 3.25% (7.54%)
10/2/20282,703 2,680 2,494 0.7 %
BCP Renaissance, LLC (f)Energy
L+ 3.50% (7.88%)
10/31/20241,049 1,043 1,037 0.3 %
Bella Holding Company, LLC (f)Healthcare
L+ 3.75% (7.82%)
5/10/20282,951 2,927 2,779 0.8 %
Blackstone CQP Holdco, LP (b)Industrials
L+ 3.75% (8.48%)
6/5/20287,887 7,857 7,840 2.3 %
BMC Software Finance, Inc. (b)Technology
L+ 3.75% (8.13%)
10/2/202512,601 12,621 12,044 3.6 %
Bomgar Corp. (f)Technology
L+ 4.00% (8.38%)
4/18/20253,848 3,857 3,721 1.1 %
Cablevision Lightpath, LLCTelecom
3.88%
9/15/20272,000 1,936 1,661 0.5 %
CDK Global, Inc. (f)Software/Services
S+ 4.50% (9.08%)
7/6/20292,625 2,551 2,598 0.9 %
CLP Health Services, Inc. (b)Healthcare
L+ 4.25% (7.13%)
12/31/202612,784 12,744 11,997 3.6 %
Cnt Holdings I Corp. (f)Consumer
S+ 3.50% (7.24%)
11/8/20273,439 3,439 3,301 1.0 %
CommerceHub, Inc. (f)Technology
L+ 4.00% (7.67%)
12/29/20279,541 9,551 8,726 2.6 %
48

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

December 31, 2022
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Community Care Health Network, LLC (b)Healthcare
L+ 4.75% (9.13%)
2/17/2025$9,661 $9,641 $8,211 2.4 %
Compass Power Generation, LLC (b)Utilities
S+ 4.25% (8.69%)
4/14/20294,511 4,384 4,466 1.3 %
Connect Finco SARL (f)Telecom
L+ 3.50% (7.58%)
12/11/20267,461 7,479 7,365 2.2 %
Connectwise, LLC (f)Software/Services
L+ 3.50% (7.88%)
9/29/20286,930 6,923 6,568 2.0 %
Conservice Midco, LLC (b)Business Services
L+ 4.25% (8.63%)
5/13/20277,622 7,630 7,514 2.2 %
Conterra Ultra Broadband, LLC (b)Telecom
S+ 4.75% (9.18%)
4/30/20266,642 6,642 6,642 2.0 %
Corelogic, Inc. (b)Business Services
L+ 3.50% (7.94%)
6/2/20287,900 7,887 6,567 2.0 %
Directv Financing, LLC (b)Media/Entertainment
L+ 5.00% (9.38%)
8/2/20274,437 4,400 4,311 1.3 %
Dish Dbs Corp.Cable
5.25%
12/1/2026700 700 589 0.2 %
Dish Dbs Corp.Cable
5.75%
12/1/20281,000 1,000 797 0.2 %
Division Holding Corp. (b)Business Services
L+ 4.75% (9.13%)
5/27/20288,651 8,657 8,424 2.5 %
Dynasty Acquisition Co., Inc. (e)Industrials
L+ 3.50% (7.92%)
4/6/20265,199 4,990 4,946 1.5 %
Dynasty Acquisition Co., Inc. (e)Industrials
L+ 3.50% (7.92%)
4/6/20262,795 2,683 2,659 0.8 %
Echo Global Logistics, Inc. (b)Transportation
L+ 3.50% (7.57%)
11/23/20283,305 3,298 3,096 0.9 %
Edelman Financial Services, LLC (b)Financials
L+ 3.50% (7.88%)
4/7/20281,980 1,944 1,843 0.5 %
Edgewater Generation, LLC (b)Utilities
L+ 3.75% (8.13%)
12/13/20252,374 2,363 2,245 0.7 %
Flex Acquisition Company, Inc. (f)Paper & Packaging
S+ 3.93% (8.60%)
4/13/20292,488 2,430 2,364 0.7 %
Florida Food Products, LLC (f)Food & Beverage
L+ 5.00% (9.38%)
10/18/20287,940 7,835 7,503 2.2 %
Foley Products Co, LLC (b)Industrials
S+ 4.75% (9.48%)
12/29/20283,175 3,146 3,062 0.9 %
Frontier Communications Corp.Telecom
5.00%
5/1/20281,240 1,294 1,079 0.3 %
Frontier Communications Corp. (b)Telecom
L+ 3.75% (8.50%)
5/1/202819,229 19,215 18,302 5.5 %
Geon Performance Solutions, LLC (b)Chemicals
L+ 4.50% (9.23%)
8/18/20284,658 4,627 4,658 1.4 %
Gordian Medical, Inc. (b)Healthcare
L+ 6.25%(10.98%)
1/31/202710,949 10,890 10,084 3.0 %
Greeneden U.S. Holdings I, LLC (b)Software/Services
L+ 4.00% (8.38%)
12/1/20274,890 4,801 4,685 1.4 %
GVC Holdings Gibraltar, Ltd. (f)Gaming/Lodging
L+ 2.50% (7.23%)
3/29/20274,925 4,920 4,887 1.5 %
HAH Group Holding Company, LLC (b)Healthcare
S+ 5.00% (9.43%)
10/29/20275,768 5,700 5,667 1.7 %
HAH Group Holding Company, LLC (b)Healthcare
S+ 5.00% (9.43%)
10/29/2027730 730 717 0.2 %
Hamilton Projects Acquiror, LLC (f)Utilities
L+ 4.50% (9.23%)
6/17/20275,092 5,074 5,005 1.5 %
Heartland Dental, LLC (e)Healthcare
L+ 3.75% (8.13%)
4/30/20254,111 3,792 3,790 1.1 %
Hertz Corp. (b) (f)Transportation
L+ 3.25% (7.63%)
6/30/20284,143 4,130 4,053 1.2 %
Hertz Corp. (b) (f)Transportation
L+ 3.25% (7.63%)
6/30/2028793 791 776 0.2 %
HireRight, Inc. (f)Business Services
L+ 3.75% (7.82%)
7/11/20255,177 5,158 4,972 1.5 %
Hudson River Trading, LLC (b)Financials
S+ 3.00% (7.44%)
3/20/20285,392 5,331 5,090 1.5 %
ICP Industrial, Inc. (f)Chemicals
L+ 3.75% (8.48%)
12/29/20276,905 6,897 4,964 1.5 %
IDERA, Inc. (f)Technology
L+ 3.75% (7.50%)
3/2/20286,912 6,921 6,498 1.9 %
Ineos Us Finance, LLC (f)Chemicals
S+ 2.50% (6.92%)
11/8/20283,970 3,966 3,819 1.1 %
Intelsat Jackson Holdings, SA (b)Telecom
S+ 4.25% (7.45%)
2/1/20298,543 8,462 8,232 2.5 %
Jack Ohio Finance, LLC (f)Gaming/Lodging
L+ 4.75% (8.82%)
10/4/20283,959 3,942 3,838 1.1 %
Jane Street Group, LLCFinancials
4.50%
11/15/20295,000 4,864 4,340 1.3 %
Jump Financial, LLC (b)Financials
S+ 4.50% (9.34%)
8/7/20287,419 7,298 7,029 2.1 %
Kissner Milling Co., Ltd.Industrials
4.88%
5/1/20282,000 1,928 1,718 0.5 %
LABL, Inc. (b)Paper & Packaging
L+ 5.00% (9.07%)
10/29/20283,960 3,908 3,748 1.1 %
Lightstone Holdco, LLC (f)Utilities
S+ 5.75% (10.07%)
2/1/20277,113 6,351 6,494 1.9 %
Lightstone Holdco, LLC (f)Utilities
S+ 5.75% (10.07%)
2/1/2027402 359 367 0.2 %
49

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

December 31, 2022
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Liquid Tech Solutions Holdings, LLC (b) (f)Industrials
L+ 4.75% (8.92%)
3/20/2028$10,113 $10,071 $9,557 2.8 %
Luxembourg Investment Co., 428 SARL (b)Chemicals
S+ 5.00% (9.73%)
1/3/20293,686 3,654 3,296 1.0 %
Madison IAQ, LLCIndustrials
4.13%
6/30/20282,000 1,985 1,661 0.5 %
Medallion Midland Acquisition, LP (f)Energy
S+ 3.75% (8.59%)
10/18/20285,572 5,544 5,511 1.6 %
MH Sub I, LLC (f)Business Services
L+ 3.75% (8.13%)
9/13/20248,553 8,549 8,300 2.5 %
Michael Baker International, LLC (b)Industrials
L+ 5.00% (9.38%)
12/1/20283,301 3,272 3,208 1.0 %
Monitronics International, Inc. (b)Business Services
L+ 7.50% (11.92%)
3/29/20245,452 5,336 3,593 1.1 %
MPH Acquisition Holdings, LLCHealthcare
5.50%
9/1/20282,000 1,991 1,560 0.5 %
MPH Acquisition Holdings, LLC (b)Healthcare
L+ 4.25% (8.99%)
9/1/20284,938 4,857 4,197 1.3 %
MYOB US Borrower, LLC (f)Business Services
L+ 4.00% (8.07%)
5/6/20265,411 5,400 5,036 1.5 %
Naked Juice, LLC (f)Food & Beverage
S+ 3.25% (7.93%)
1/24/20291,423 1,420 1,269 0.4 %
National Mentor Holdings, Inc. (f)Healthcare
L+ 3.75% (8.48%)
3/2/2028179 178 125 0.0 %
National Mentor Holdings, Inc. (b) (f)Healthcare
L+ 3.75% (8.48%)
3/2/20285,445 5,422 3,790 1.1 %
Nexus Buyer, LLC (f)Business Services
L+ 3.75% (8.13%)
11/9/20264,443 4,442 4,248 1.3 %
Nouryon Finance B.V. (e)Chemicals
L+ 2.75% (7.17%)
10/1/20252,319 2,257 2,283 0.7 %
Novae, LLC (f)Industrials
S+ 5.00% (9.70%)
12/22/20284,963 4,928 4,069 1.2 %
Pathway Vet Alliance, LLC (b)Healthcare
L+ 3.75% (8.13%)
3/31/20272,970 2,976 2,456 0.7 %
Paysafe Finance, PLCSoftware/Services
4.00%
6/15/2029400 400 308 0.1 %
Peraton Corp. (b)Industrials
L+ 3.75% (8.13%)
2/1/20282,916 2,886 2,842 0.8 %
PG&E Corp. (f)Utilities
L+ 3.00% (7.44%)
6/23/202510,589 10,616 10,493 3.1 %
Polaris Newco, LLC (f)Business Services
L+ 4.00% (7.67%)
6/2/20281,980 1,931 1,802 0.5 %
Power Stop, LLC (f)Transportation
L+ 4.75% (9.49%)
1/26/20293,553 3,520 2,653 0.8 %
Project Accelerate Parent, LLC (e)Technology
L+ 4.25% (8.63%)
1/2/202515,942 14,823 14,906 4.4 %
Proofpoint, Inc. (b)Software/Services
L+ 3.25% (7.99%)
8/31/20286,437 6,395 6,176 1.8 %
Protective Industrial Products, Inc. (b)Industrials
L+ 4.00% (8.38%)
12/29/20279,035 8,999 8,880 2.6 %
Pug, LLC (f)Technology
L+ 3.50% (7.88%)
2/12/20274,911 4,814 4,044 1.2 %
Quikrete Holdings, Inc. (f)Industrials
L+ 3.00% (7.38%)
6/11/20287,940 7,901 7,868 2.3 %
Regionalcare Hospital Partners Holdings, Inc.Healthcare
4.38%
2/15/20272,000 2,000 1,696 0.5 %
Regionalcare Hospital Partners Holdings, Inc. (b)Healthcare
L+ 3.75% (8.17%)
11/16/20255,195 5,210 4,886 1.5 %
Renaissance Learning, Inc. (f)Software/Services
S+ 4.50% (8.72%)
3/30/20291,990 1,935 1,908 0.7 %
RXB Holdings, Inc. (f)Healthcare
L+ 4.50% (8.72%)
12/20/202710,103 10,134 9,446 2.8 %
S&S Holdings, LLC (f)Consumer
L+ 5.00% (9.29%)
3/11/20286,878 6,715 6,578 2.0 %
Safe Fleet Holdings, LLC (b)Industrials
S+ 3.75% (8.17%)
2/23/20297,444 7,407 7,179 2.1 %
Safety Products/JHC Acquisition Corp. (b)Industrials
L+ 4.50% (8.88%)
6/28/202617,182 16,536 16,323 4.9 %
Safety Products/JHC Acquisition Corp. (b)Industrials
L+ 4.50% (8.88%)
6/28/2026929 888 882 0.3 %
Schenectady International Group, Inc. (b)Chemicals
S+ 4.75% (9.02%)
10/15/202519,721 19,631 15,836 4.7 %
SCIH Salt Holdings, Inc. (f)Industrials
L+ 4.00% (8.42%)
3/16/20273,690 3,667 3,578 1.1 %
SFR Group, SA (b) (e)Telecom
L+ 4.00% (8.65%)
8/14/202612,574 12,380 11,668 3.5 %
Sierra Acquisition, Inc. (b)Food & Beverage
L+ 4.00% (8.42%)
11/11/20244,851 4,724 3,711 1.1 %
Sophia, LP (f)Software/Services
L+ 3.50% (8.23%)
10/7/20272,973 2,976 2,864 0.9 %
SSH Group Holdings, Inc. (e)Education
L+ 4.25% (8.73%)
7/30/202510,409 10,130 10,140 3.0 %
Staples, Inc. (b)Business Services
L+ 5.00% (7.78%)
4/16/20264,898 4,856 4,520 1.3 %
Team Health Holdings, Inc. (e) (f)Healthcare
S+ 5.25% (9.57%)
3/2/20275,433 4,603 4,061 1.2 %
50

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

December 31, 2022
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Tecta America Corp. (f)Industrials
S+ 4.25% (8.69%)
4/10/2028$8,954 $8,931 $8,573 2.6 %
Tenet Healthcare Corp.Healthcare
4.25%
6/1/20292,000 1,707 1,731 0.5 %
The Dun & Bradstreet Corp. (f)Business Services
L+ 3.25% (7.64%)
2/6/20264,683 4,699 4,632 1.4 %
Traverse Midstream Partners, LLC (b)Energy
S+ 4.25% (8.80%)
9/27/202413,421 13,405 13,375 4.0 %
Triton Water Holdings, Inc. (f)Food & Beverage
L+ 3.50% (8.23%)
3/31/20287,387 7,373 6,845 2.0 %
Truck Hero, Inc. (f)Transportation
L+ 3.75% (8.13%)
1/31/20281,474 1,471 1,258 0.4 %
United Airlines, Inc.Transportation
4.63%
4/15/2029500 440 435 0.1 %
United Airlines, Inc. (f)Transportation
L+ 3.75% (8.11%)
4/21/20283,756 3,745 3,702 1.1 %
University Support Services, LLC (f)Education
L+ 3.25% (7.63%)
2/10/20294,950 4,933 4,805 1.4 %
Urban One, Inc.Media/Entertainment
7.38%
2/1/20285,000 5,140 4,227 1.3 %
Venga Finance Sarl (b)Telecom
L+ 4.75% (9.49%)
6/28/20293,990 3,878 3,798 1.1 %
Veritext Corp. (f)Business Services
L+ 3.50% (7.88%)
8/1/20253,458 3,426 3,334 1.0 %
Vyaire Medical, Inc. (f)Healthcare
L+ 4.75% (8.51%)
4/16/20257,354 6,478 5,593 1.7 %
WaterBridge Midstream Operating, LLC (b)Energy
L+ 5.75% (9.13%)
6/22/20268,653 7,878 8,299 2.5 %
Watlow Electric Manufacturing Co. (b)Industrials
S+ 3.75% (8.15%)
3/2/20289,378 9,340 8,997 2.7 %
Western Dental Services, Inc. (f)Healthcare
L+ 4.50% (9.24%)
8/18/20288,984 8,978 8,190 2.4 %
Western Dental Services, Inc. (f)Healthcare
L+ 4.50% (9.24%)
8/18/2028917 917 836 0.2 %
Wilsonart, LLC (b)Consumer
L+ 3.25% (7.98%)
12/31/20267,375 7,370 7,002 2.1 %
WMG Acquisition Corp.Media/Entertainment
3.00%
2/15/2031500 394 398 0.1 %
WMG Holdings, Inc. (b)Business Services
S+ 3.25% (7.67%)
11/2/2029834 809 824 0.3 %
YI, LLC (e)Healthcare
L+ 4.00% (8.38%)
11/7/20248,880 8,524 8,525 2.5 %
Subtotal Senior Secured First Lien Debt $809,938 $754,019 224.8 %
Senior Secured Second Lien Debt
American Rock Salt Company, LLC (b)Chemicals
L+ 7.25% (11.63%)
6/11/2029$1,943 $1,924 $1,858 0.5 %
Asurion, LLC (b)Business Services
L+ 5.25% (9.63%)
1/31/20287,632 7,605 5,921 1.8 %
CDS U.S. Intermediate Holdings, Inc.Media/Entertainment
L+ 8.00% (12.73%) 7.00% PIK
11/24/20275,459 5,444 5,317 1.6 %
Edelman Financial Services, LLC (b) (e)Financials
L+ 6.75% (11.13%)
7/20/20267,972 7,256 7,145 2.1 %
IDERA, Inc. (b) (e)Technology
L+ 6.75% (10.50%)
3/2/20291,545 1,375 1,435 0.4 %
Tecta America Corp. (b)Industrials
S+ 8.50% (12.94%)
4/9/20294,998 4,973 4,894 1.5 %
Subtotal Senior Secured Second Lien Debt $28,577 $26,570 7.9 %
Collateralized Securities
Collateralized Securities - Debt Investments
AIG CLO, Ltd. 21-1A FDiversified Investment Vehicles
L+ 6.90% (11.23%)
4/22/2034$1,410 $1,291 $1,053 0.3 %
Battalion CLO, Ltd. 21-17A FDiversified Investment Vehicles
L+ 7.50% (11.74%)
3/9/20341,224 1,137 933 0.3 %
Carlyle GMS CLO, 16-3A FRRDiversified Investment Vehicles
L+ 8.60% (12.84%)
7/20/20342,100 1,990 1,642 0.5 %
Covenant Credit Partners CLO, Ltd. 17 1A EDiversified Investment Vehicles
L+ 6.45% (10.53%)
10/15/20292,500 2,298 2,059 0.6 %
Eaton Vance CDO, Ltd. 15-1A FRDiversified Investment Vehicles
L+ 7.97% (12.21%)
1/20/20302,000 1,758 1,554 0.5 %
51

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

December 31, 2022
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Elevation CLO, Ltd. 13-1A D2Diversified Investment Vehicles
L+ 7.65% (12.26%)
8/15/2032$2,000 $1,963 $1,804 0.5 %
Fortress Credit BSL, Ltd. 22-1A EDiversified Investment Vehicles
S+ 8.15% (12.19%)
10/23/20341,000 981 927 0.3 %
Great Lakes CLO, Ltd. 21-6A E (f)Diversified Investment Vehicles
L+ 8.03% (12.11%)
1/15/20345,150 4,956 4,380 1.3 %
Greywolf CLO, Ltd. 20-3RA ERDiversified Investment Vehicles
S+ 9.00% (13.04%)
4/15/20331,000 879 815 0.2 %
Hayfin Kingsland XI, Ltd. 19-2A ERDiversified Investment Vehicles
L+ 7.72% (11.96%)
10/20/20342,500 2,430 2,125 0.6 %
Highbridge Loan Management, Ltd. 11A-17 E (f)Diversified Investment Vehicles
L+ 6.10% (10.63%)
5/6/20303,000 2,716 2,429 0.7 %
Jamestown CLO, Ltd. 22-18A EDiversified Investment Vehicles
S+ 7.87% (11.93%)
7/25/20353,000 2,735 2,680 0.8 %
KKR Financial CLO, Ltd. 15 FRDiversified Investment Vehicles
L+ 8.50% (12.69%)
1/18/20322,000 1,899 1,579 0.5 %
LCM, Ltd. Partnership 16A ER2 (f)Diversified Investment Vehicles
L+ 6.38% (10.46%)
10/15/20312,500 2,295 2,114 0.6 %
Marble Point CLO, Ltd. 20-1A E (f)Diversified Investment Vehicles
L+ 6.82% (11.06%)
4/20/20334,500 4,406 3,905 1.2 %
Medalist Partners Corporate Finance CLO, Ltd. 21-1A D (f)Diversified Investment Vehicles
L+ 7.48% (11.72%)
10/20/20343,000 2,860 2,498 0.7 %
Northwoods Capital, Ltd. 17-15A ERDiversified Investment Vehicles
L+ 7.64% (12.39%)
6/20/20343,000 2,924 2,568 0.8 %
Ocean Trails CLO 22-12A EDiversified Investment Vehicles
S+ 8.11% (12.07%)
7/20/20353,460 3,188 3,050 0.9 %
OCP CLO, Ltd. 14-5A DR (f)Diversified Investment Vehicles
L+ 5.70% (10.03%)
4/26/20312,200 2,087 1,802 0.5 %
OZLM, Ltd. 16-15A DR (f)Diversified Investment Vehicles
L+ 6.75% (10.99%)
4/20/20332,000 1,909 1,604 0.5 %
Palmer Square CLO, Ltd. 21-4A FDiversified Investment Vehicles
L+ 7.66% (11.74%)
10/15/20341,500 1,430 1,156 0.3 %
Regatta II Funding, LP 13-2A DR2 (f)Diversified Investment Vehicles
L+ 6.95% (11.03%)
1/15/20292,000 1,931 1,759 0.5 %
Saranac CLO, Ltd. 20-8A EDiversified Investment Vehicles
L+ 8.12% (12.80%)
2/20/20331,455 1,442 1,281 0.4 %
Sculptor CLO, Ltd. 27A EDiversified Investment Vehicles
L+ 7.05% (11.29%)
7/20/20341,500 1,459 1,286 0.4 %
Sound Point CLO, Ltd. 17-1A E (f)Diversified Investment Vehicles
L+ 5.96% (10.29%)
1/23/20294,000 3,634 3,223 1.0 %
Sound Point CLO, Ltd. 17-2A E (f)Diversified Investment Vehicles
L+ 6.10% (10.46%)
7/25/20302,400 2,092 1,821 0.5 %
Sound Point CLO, Ltd. 18-3A D (f)Diversified Investment Vehicles
L+ 5.79% (10.12%)
10/26/20311,000 906 752 0.2 %
Symphony CLO, Ltd. 2012-9A ER2 (f)Diversified Investment Vehicles
L+ 6.95% (11.03%)
7/16/20323,000 2,784 2,587 0.8 %
Trimaran CAVU 2021-2A, Ltd. 21-2A E (f)Diversified Investment Vehicles
L+ 7.20% (11.56%)
10/25/20343,000 2,945 2,660 0.8 %
Trysail CLO, Ltd. 21-1A EDiversified Investment Vehicles
L+ 7.38% (11.62%)
7/20/20321,500 1,448 1,287 0.4 %
Venture CDO, Ltd. 16-23A ER2 (f)Diversified Investment Vehicles
L+ 7.55% (11.78%)
7/19/20343,000 2,916 2,550 0.9 %
Venture CDO, Ltd. 16-25A E (f)Diversified Investment Vehicles
L+ 7.20% (11.44%)
4/20/20292,000 1,949 1,692 0.4 %
Venture CDO, Ltd. 20-39A EDiversified Investment Vehicles
L+ 7.63% (11.71%)
4/15/20334,995 4,962 4,384 1.3 %
Venture CLO 43, Ltd. 21-43A E (f)Diversified Investment Vehicles
L+ 7.15% (11.23%)
4/15/20343,000 2,918 2,560 0.7 %
Wind River CLO, Ltd. 14-2A FRDiversified Investment Vehicles
L+ 7.87% (11.95%)
1/15/20313,000 2,530 2,061 0.6 %
52

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

December 31, 2022
Portfolio Company (d)IndustryInvestment Coupon Rate (a)MaturityPrincipal/ Number of SharesAmortized CostFair Value% of Members' Capital (c)
Zais CLO 13, Ltd. 19-13A D1 (f)Diversified Investment Vehicles
L+ 4.52% (8.60%)
7/15/2032$3,000 $2,741 $2,536 0.9 %
Subtotal Collateralized Securities$84,789 $75,116 22.4 %
TOTAL INVESTMENTS $923,304 $855,705 255.1 %
______________
(a)The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L"), Secured Overnight Financing Rate ("SOFR" or "S"), or Prime ("P") and which reset daily, monthly, quarterly, or semiannually. For each, SLF has provided the spread over the relevant reference rate and the current interest rate in effect at December 31, 2022. Certain investments are subject to reference rate floors. For fixed rate loans, a spread above a reference rate is not applicable. For floating rate securities the all-in rate is disclosed within parentheses.
(b)SLF's investment or a portion thereof is pledged as collateral under the Citi Credit Facility. Individual investments can be divided into parts which are pledged to separate credit facilities.
(c)Percentages are based on SLF members' capital as of December 31, 2022.
(d)SLF has various unfunded commitments to portfolio companies.
(e)SLF's investment or a portion thereof is held through a total return swap with J.P. Morgan.
(f)SLF's investment or a portion thereof is pledged as collateral under a credit facility with CIBC. Individual investments can be divided into parts which are pledged to separate credit facilities.
SLF had $1.6 million of unfunded commitments on delayed draw term loans as of December 31, 2022.
Below is certain summarized financial information for SLF as of June 30, 2023 and December 31, 2022 and for the periods ended June 30, 2023 and June 30, 2022:
Selected Statements of Assets and Liabilities InformationJune 30,December 31,
20232022
(Unaudited)
ASSETS 
Investments, at fair value (amortized cost of $931,623 and $923,304, respectively)
$882,284 $855,705 
Cash and other assets92,143 109,966 
Total assets$974,427 $965,671 
LIABILITIES 
Revolving credit facilities (net of deferred financing costs of $1,821 and $1,483, respectively)
$541,179 $549,067 
Secured borrowings58,381 60,899 
Other liabilities22,320 20,264 
Total liabilities$621,880 $630,230 
MEMBERS' CAPITAL
Total members' capital$352,547 $335,441 
Total liabilities and members' capital$974,427 $965,671 

53

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Selected Statements of Operations Information For the three months ended June 30,For the six months ended June 30,
2023202220232022
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Investment income:
Total investment income$24,307 $15,747 $46,879 $30,176 
Operating expenses:
Interest and credit facility financing expenses10,480 3,910 20,235 7,278 
Other expenses571 708 1,147 1,342 
Total expenses11,051 4,618 21,382 8,620 
Net investment income13,256 11,129 25,497 21,556 
Realized and unrealized gain (loss) on investments and extinguishment of debt:
Net realized and unrealized gain (loss) on investments and extinguishment of debt4,186 (56,584)8,724 (69,833)
Net increase (decrease) in members' capital resulting from operations$17,442 $(45,455)$34,221 $(48,277)

54

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Note 4 — Related Party Transactions and Arrangements
Investment Advisory Agreement
Pursuant to the Investment Advisory Agreement and for the investment advisory and management services provided thereunder, the Company pays the Adviser a base management fee and an incentive fee.
The Investment Advisory Agreement was approved by the Board, including a majority of independent directors, on October 22, 2018, and by stockholders at a special meeting held on January 11, 2019 and took effect February 1, 2019. The Board renewed the Investment Advisory Agreement on January 30, 2023.
Base Management Fee
The base management fee is calculated at an annual rate of 1.5% of the Company's average gross assets (including assets purchased with borrowed funds). The Company's gross assets increase or decrease with any appreciation or depreciation associated with a derivative contract. Average gross assets is calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. The base management fee is payable quarterly in arrears and is appropriately pro-rated for any partial month or quarter. All or any part of the base management fee not taken as to any quarter may be deferred without interest and may be taken in such other quarter as the Adviser will determine within three years.
As of June 30, 2023 and December 31, 2022, $11.3 million and $11.1 million was payable to the Adviser for base management fees, respectively.
For the three and six months ended June 30, 2023, the Company incurred $11.3 million and $22.3 million, respectively, in base management fees under the Investment Advisory Agreement. For the three and six months ended June 30, 2022, the Company incurred $10.5 million and $21.0 million, respectively, in base management fees under the Investment Advisory Agreement.
Incentive Fees
The incentive fee consists of two parts. The first part is referred to as the incentive fee on income and it is calculated and payable quarterly in arrears based on the Company’s “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income, and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence, and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses, or unrealized capital appreciation or depreciation. The payment of the incentive fee on income is subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on the value of the Company's net assets at the end of the most recently completed calendar quarter, of 1.75% (7.00% annualized), subject to a “catch up” feature (as described below). The calculation of the incentive fee on income for each quarter is as follows:
No incentive fee on income will be payable to the Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.75% or 7.00% annualized (the “Preferred Return”) on net assets;
100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the preferred return but is less than or equal to 2.1875% in any calendar quarter (8.75% annualized) will be payable to the Adviser. This portion of the Company’s incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 2.1875% (8.75% annualized) in any calendar quarter; and
For any quarter in which the Company's Pre-Incentive Fee Net Investment Income exceeds 2.1875% (8.75% annualized), the incentive fee on income will be equal to 20% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved.
As of June 30, 2023 and December 31, 2022, $10.8 million and $9.7 million was payable to the Adviser for the incentive fee on income, respectively.
55

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

For the three and six months ended June 30, 2023, the Company incurred $10.5 million and $20.1 million, respectively, in incentive fees on income under the Investment Advisory Agreement. For the three and six months ended June 30, 2022, the Company incurred $7.1 million and $14.4 million, respectively, in incentive fees on income under the Investment Advisory Agreement.
The second part of the incentive fee, referred to as the “incentive fee on capital gains during operations,” is an incentive fee on capital gains earned on liquidated investments from the portfolio during operations prior to the Company’s liquidation and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, if earlier). This fee equals 20% of the Company’s incentive fee capital gains, which equals the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the three and six months ended June 30, 2023 and 2022, the Company did not incur incentive fees on capital gains during operations under the Investment Advisory Agreement.
Administration Agreement
In connection with the Administration Agreement, BSP provides the Company with office facilities and administrative services. As of June 30, 2023 and December 31, 2022, $0.8 million and $1.4 million was payable to BSP under the Administration Agreement, respectively.
For the three and six months ended June 30, 2023, the Company incurred $0.4 million and $0.8 million, respectively, in administrative service fees under the Administration Agreement. For the three and six months ended June 30, 2022, the Company incurred $0.4 million and $0.8 million, respectively, in administrative service fees under the Administration Agreement. Administrative service fees are included within other general and administrative expenses on the Consolidated Statements of Operations.
Co-Investment Relief
The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. The SEC staff has granted the Company exemptive relief that allows it to enter into certain negotiated co-investment transactions alongside with other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, the Company is permitted to co-invest with its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of its eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company's stockholders and do not involve overreaching in respect of the Company or the Company's stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies.    
56

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Note 5 — Borrowings
Wells Fargo Credit Facility
On August 28, 2020, the Company entered into a $300.0 million revolving credit facility with the Company, as collateral manager, Funding I, a wholly owned, consolidated special purpose financing subsidiary, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).The Wells Fargo Credit Facility provides for borrowings through August 28, 2023, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 28, 2025. Prior to the Second Amendment (defined below), the Wells Fargo Credit Facility was priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the first 25% of the unused balance and up to 2.0% for the remaining unused balance. Funding I paid a structuring fee and incurred other customary costs and expenses in connection with the Wells Fargo Credit Facility. Pursuant to an amendment entered into on April 6, 2021, the commitment fee for any unused portion of the Wells Fargo Credit Facility was temporarily reduced until September 30, 2021 (the "First Amendment"). Additionally, pursuant to the First Amendment, the maximum spread was reduced from 2.75% to 2.50% as a result of this amendment. The other terms of the Wells Fargo Credit Facility were unchanged. Pursuant to an amendment entered into on May 27, 2022 (the "Second Amendment"), the benchmark rate was transitioned from LIBOR to SOFR. After the Second Amendment, the Wells Fargo Credit Facility is priced at Daily Simple SOFR, with a Daily Simple SOFR floor of zero, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 2.60% per annum.
Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of investments and the Company’s equity interest in Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to the Company.
In connection with the Wells Fargo Credit Facility, the Company and Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate the Company in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.
JPM Credit Facility
On August 28, 2020, the Company, through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, entered into a $300.0 million revolving credit facility with JPMorgan Chase Bank, National Association, as administrative agent (“JPM”), and U.S. Bank, as collateral agent, collateral administrator and securities intermediary (the “JPM Credit Facility”).
The JPM Credit Facility provides for borrowings through August 28, 2023, and any amounts borrowed under the JPM Credit Facility will mature on August 28, 2023 unless the administrative agent exercises its option to extend the maturity date to August 28, 2024. Prior to the JPM 2022 Amendment (as defined below), the JPM Credit Facility was priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. 57th Street will be subject to a non-usage fee to the extent the commitments available under the JPM Credit Facility have not been borrowed. Prior to the JPM 2022 Amendment (as defined below), the non-usage fee per annum was 0.50% for the first 20% of the unused balance and up to 2.75% for the remaining unused balance until August 28, 2021, when the non-usage fee per annum was 0.75% for the first 20% of the unused balance and up to 2.75% for the remaining unused balance. 57th Street paid a structuring fee and incurred other customary costs and expenses in connection with the JPM Credit Facility. On January 21, 2021, the Company entered into an amendment (the “JPM Amendment”) to the JPM Credit Facility. The JPM Amendment, among other things, increases the amount that the Company is permitted to borrow under the JPM Credit Agreement from $300.0 million to $400.0 million. On April 12, 2021, the Company, through 57th Street, amended and restated the JPM Credit Facility. The amendment and restatement temporarily reduced the previous minimum funding amount until October 13, 2021. The other material terms of the JPM Credit Facility were unchanged.
57

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

On December 9, 2022, the Company entered into an amendment (the "JPM 2022 Amendment") to the JPM Credit Facility. The JPM 2022 Amendment, among other things, (1) extends the maturity date of the JPM Credit Facility to August 28, 2024, (2) extends the maturity date, upon the exercise of the Extension Options (as defined in the JPM Credit Facility), of the JPM Credit Facility to August 28, 2025, and (3) changes the benchmark rate and applicable margin for advances under the JPM Credit Facility to three-month Term SOFR plus 3.00% (subject to further increases consistent with the terms of the JPM Credit Facility). The non-usage fee per annum is 0.75% for the first 20% of the unused balance and up to 3.00% for the remaining unused balance.
57th Street’s obligations under the JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and the Company’s equity interest in 57th Street. The obligations of 57th Street under the JPM Credit Facility are non-recourse to the Company.
In connection with the JPM Credit Facility, the Company and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the JPM Credit Facility may terminate the Company in its capacity as collateral manager/portfolio manager under the JPM Credit Facility. Upon the occurrence of an event of default under the JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the JPM Credit Facility immediately due and payable.
JPM Revolver Facility
On June 10, 2022, the Company entered into a $495.0 million revolving credit facility with JPMorgan Chase Bank, as administrative agent and as collateral agent, MUFG Union Bank, N.A., Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).
The JPM Revolver Facility provides for borrowings through June 10, 2026, and any amounts borrowed under the JPM Revolver Facility will mature on June 10, 2027. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. The Company will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed. The Company paid a structuring fee and incurred other customary costs and expenses in connection with the JPM Revolver Facility.
In connection with the JPM Revolver Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPMorgan Chase Bank, N.A. may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.
Citi Credit Facility
On June 27, 2014, the Company, through a wholly-owned, special purpose financing subsidiary, CB Funding, entered into a credit facility (as amended from time to time, the “Citi Credit Facility”) with Citibank, N.A. ("Citi") as administrative agent and U.S. Bank as collateral agent, account bank, and collateral custodian. From January 1, 2020 to January 20, 2021 the Citi Credit Facility provided for borrowings in an aggregate principal amount of up to $400.0 million on a committed basis, with a reinvestment period ending on May 31, 2021 and maturity date of May 31, 2022. On January 20, 2021, SLF, the Company's joint venture with CCLF entered into an amendment to the Citi Credit Facility (the “Citi Credit Agreement”). The amendment, among other things, (i) replaces the Company with SLF as the collateral manager under the Citi Credit Agreement, (ii) extends the end of the reinvestment period from May 31, 2021 to May 31, 2023 and (iii) extends the final maturity date from May 31, 2022 to May 31, 2024. As a result of this amendment to the Citi Credit Facility, the Company incurred a realized loss on extinguishment of debt of $1.3 million. In connection with the Citi Credit Facility, CB Funding has made certain representations and warranties, is required to comply with various covenants, reporting requirements, and other customary requirements for similar facilities and is subject to certain customary events of default. Upon the occurrence and during the continuation of an event of default, Citi may declare the outstanding advances and all other obligations under the Citi Credit Facility immediately due and payable. During the continuation of an event of default, CB Funding must pay interest at a default rate.
58

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The Citi Credit Facility contains customary default provisions for facilities of this type pursuant to which Citi may terminate the rights, obligations, power, and authority of the Company, in its capacity as servicer of the portfolio assets under the Citi Credit Facility, including, but not limited to, non-performance of Citi Credit Facility obligations, insolvency, defaults of certain financial covenants, and other events with respect to the Company that may be adverse to Citi and the secured parties under the Citi Credit Facility.
The Citi Credit Facility is priced at three-month LIBOR plus a spread of 1.60% per annum through and including the last day of the investment period and 2.00% per annum thereafter. Interest is payable quarterly in arrears. CB Funding is subject to a non-usage fee to the extent the aggregate principal amount available under the Citi Credit Facility has not been borrowed. The non-usage fee per annum is 0.50%. Any amounts borrowed under the Citi Credit Facility along with any accrued and unpaid interest thereunder will mature, and will be due and payable, in three years.
MassMutual Credit Facility
On July 7, 2020, the Company and a wholly-owned, special purpose financing subsidiary, BDCA Asset Financing, entered into a loan and servicing agreement (the “MassMutual Credit Facility”) with Massachusetts Mutual Life Insurance Company (“MassMutual”) as facility servicer and a lender and U.S. Bank National Association as collateral custodian, collateral administrator and administrative agent. The MassMutual Credit Facility provides for borrowings of up to $100.0 million on a committed basis, and, subject to satisfaction of certain conditions, contains an accordion feature whereby the Mass Mutual Credit Facility can be expanded to $150.0 million.
BDCA Asset Financing’s obligations under the MassMutual Credit Facility are secured by a first priority security interest in substantially all of the assets of BDCA Asset Financing, including its portfolio of investments and the Company’s equity interest in BDCA Asset Financing. The obligations of BDCA Asset Financing under the MassMutual Credit Facility are non-recourse to the Company.
The MassMutual Credit Facility provides for borrowings through December 31, 2021 and matures on December 31, 2025.
The MassMutual Credit Facility is priced at three-month LIBOR, with a LIBOR floor of 0.75%, plus a spread of 5.0% per annum. Interest is payable quarterly in arrears. BDCA Asset Financing will be subject to a non-usage fee of 0.50% to the extent the aggregate principal amount available under the MassMutual Credit Facility has not been borrowed. BDCA Asset Financing paid a structuring fee and incurred other customary costs and expenses in connection with the MassMutual Credit Facility.
In connection with the MassMutual Credit Facility, the Company and BDCA Asset Financing have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The MassMutual Credit Facility contains customary default provisions pursuant to which MassMutual may terminate the Company in its capacity as portfolio asset servicer of the portfolio assets under the MassMutual Credit Facility. Upon the occurrence of an event of default, MassMutual may declare the outstanding advances and all other obligations under the MassMutual Credit Facility immediately due and payable.
Effective February 18, 2022, the Company terminated the Mass Mutual Credit Facility. As a result of this termination, the Company incurred a realized loss on extinguishment of debt of $1.8 million.











59

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

2022 Notes
On December 14, 2017, the Company entered into a Purchase Agreement (the “2022 Notes Purchase Agreement”) with Sandler O'Neill & Partners, L.P. (the "Initial Purchaser") relating to the Company's sale of $150.0 million aggregate principal amount of its 4.75% fixed rate notes due 2022 (the “2022 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501(a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2022 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2022 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2022 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2022 Notes was approximately $147.0 million, after deducting an offering price discount of approximately $0.8 million, as well as Initial Purchaser’s discounts and commissions of approximately $1.7 million and offering expenses of approximately $0.6 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes.
The 2022 Notes were issued pursuant to the Indenture dated as of December 19, 2017 (the “2017 Indenture”), between the Company and the Trustee, and a Supplemental Indenture, dated as of December 19, 2017 (the “Supplemental Indenture”), between the Company and the Trustee. The 2022 Notes matured on December 30, 2022. The 2022 Notes bear interest at a rate of 4.75% per year payable semi-annually on June 30 and December 30 of each year, commencing on June 30, 2018. The 2022 Notes were general unsecured obligations of the Company that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2022 Notes. The 2022 Notes ranked equally in right of payment with all of the Company's existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company's subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company's wholly owned, special purpose financing subsidiaries.
The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2022 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture.
On December 30, 2022, the Company paid off the 2022 Notes.
60

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

2023 Notes
On May 11, 2018, the Company entered into a Purchase Agreement (the “2023 Notes Purchase Agreement”) with the Initial Purchaser relating to the Company’s sale of $60.0 million aggregate principal amount of its 5.38% fixed rate notes due 2023 (the “2023 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501 (a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2023 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2023 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2023 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2023 Notes were approximately $58.7 million, after deducting an offering price discount of approximately $0.3 million, as well as Initial Purchaser’s discounts and commissions of approximately $0.6 million and estimated offering expenses of approximately $0.4 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The 2023 Notes were issued pursuant to the 2017 Indenture between the Company and The Trustee, and a Second Supplemental Indenture, dated as of May 16, 2018, between the Company and the Trustee. The 2023 Notes matured on May 30, 2023. The 2023 Notes bore interest at a rate of 5.375% per year payable semi-annually on May 30 and November 30 of each year, commencing on November 30, 2018. The 2023 Notes were general unsecured obligations of the Company that ranked senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2023 Notes. The 2023 Notes ranked equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2023 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture.
On May 30, 2023, the Company paid off the 2023 Notes.


61

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

2024 Notes
On December 3, 2019, the Company entered into a Purchase Agreement (the “2024 Notes Purchase Agreement”) with the Initial Purchaser relating to the Company’s sale of $100.0 million aggregate principal amount of its 4.85% fixed rate notes due 2024 (the “2024 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to institutional accredited investors under Rule 501 (a)(1), (2), (3), or (7) under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2024 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2024 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The 2024 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million, after deducting the Initial Purchaser’s discounts and commissions of approximately $1.2 million and estimated offering expenses of approximately $0.4 million, each payable by the Company. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The 2024 Notes were issued pursuant to the 2017 Indenture between the Company and The Trustee, and a Third Supplemental Indenture, dated as of December 5, 2019, between the Company and the Trustee. The 2024 Notes will mature on December 15, 2024, unless repurchased or redeemed in accordance with their terms prior to such date. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes will be general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes. The 2024 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2017 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2024 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2017 Indenture. In addition, if a change of control repurchase event, as defined in the 2017 Indenture, occurs prior to maturity, holders of the 2024 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
62

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

2026 Notes
On March 24, 2021, the Company entered into a Purchase Agreement (the “2026 Notes Purchase Agreement”) with the initial purchaser listed therein relating to the Company’s sale of $300.0 million aggregate principal amount of its 3.25% fixed rate notes due 2026 (the “Restricted 2026 Notes”) to the Initial Purchaser in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchaser. The 2026 Notes Purchase Agreement also includes customary representations, warranties, and covenants by the Company. Under the terms of the 2026 Notes Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities under the Securities Act. The Restricted 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. The net proceeds from the sale of the 2026 Notes were approximately $296.0 million, after deducting the Initial Purchaser’s discounts and commissions and estimated offering expenses. The Company used the net proceeds to repay outstanding indebtedness, to make investments in portfolio companies in accordance with its investment objectives, and for general corporate purposes. The Restricted 2026 Notes were issued pursuant to the Indenture dated as of March 29, 2021 (the “2021 Indenture”), between the Company and the Trustee, and a Supplemental Indenture, dated as of March 29, 2021 (the “First Supplemental Indenture”), between the Company and the Trustee. The 2026 Notes (as defined below) will mature on March 30, 2026, unless repurchased or redeemed in accordance with their terms prior to such date. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually on March 30 and September 30 of each year, commencing on September 30, 2021. The 2026 Notes will be general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2026 Notes. The 2026 Notes will rank equally in right of payment with all of the Company’s existing and future senior liabilities that are not so subordinated, effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and structurally junior to all existing and future indebtedness incurred by the Company’s subsidiaries, financing vehicles, or similar facilities, including credit facilities entered into by the Company’s wholly owned, special purpose financing subsidiaries. The 2021 Indenture contains certain covenants, including covenants requiring the Company to (i) comply with the asset coverage requirements of the 1940 Act, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the 2026 Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the 2021 Indenture. In addition, if a change of control repurchase event, as defined in the 2021 Indenture, occurs prior to maturity, holders of the 2026 Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the 2026 Notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, the Company closed an exchange offer in which holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the “Unrestricted 2026 Notes” and, together with the Restricted 2026 Notes, the 2026 Notes), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes.

The weighted average annualized interest cost for all borrowings for the six months ended June 30, 2023 and 2022 was 6.10% and 3.60% respectively. The average daily debt outstanding for the six months ended June 30, 2023 and 2022 was $1.3 billion and $1.3 billion, respectively. The maximum debt outstanding for the six months ended June 30, 2023 and 2022 was $1.3 billion and $1.3 billion, respectively.
63

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table represents borrowings as of June 30, 2023:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
Wells Fargo Credit Facility8/28/2025$300,000 $225,000 $(3,296)$221,704 
JPM Credit Facility8/28/2024400,000 308,500 (903)307,597 
JPM Revolver Facility6/10/2027495,000 323,190 (3,396)319,794 
2026 Notes3/30/2026300,000 297,855 (298)297,557 
2024 Notes12/15/2024100,000 99,652 (54)99,598 
Totals$1,595,000 $1,254,197 $(7,947)$1,246,250 
The following table represents borrowings as of December 31, 2022:
Maturity DateTotal Aggregate Borrowing CapacityTotal Principal OutstandingLess Deferred Financing CostsAmount per Consolidated Statements of Assets and Liabilities
Wells Fargo Credit Facility8/28/2025$300,000 $225,000 $(4,051)$220,949 
JPM Credit Facility8/28/2024400,000 320,000 (1,289)318,711 
JPM Revolver Facility6/10/2027495,000 231,876 (3,823)228,053 
2026 Notes3/30/2026300,000 297,469 (353)297,116 
2024 Notes12/15/2024100,000 99,534 (72)99,462 
2023 Notes5/30/202360,000 59,973 (77)59,896 
Totals$1,655,000 $1,233,852 $(9,665)$1,224,187 
The following table represents interest and debt fees for the three and six months ended June 30, 2023:
Three months ended June 30, 2023
Six months ended June 30, 2023
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (6)
Other Fees (7)
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (6)
Other Fees (7)
Wells Fargo Credit Facility
(1)
(2)
$4,281 $380 $126 
(1)
(2)
$8,235 $756 $249 
JPM Credit Facility
(3)
(4)
6,373 194 187 
(3)
(4)
12,445 386 377 
JPM Revolver Facility
(5)
0.38%5,020 215 204 
(5)
0.38%8,949 427 471 
2026 Notes3.25%n/a2,632 27 3.25%n/a5,262 54 
2024 Notes4.85%n/a1,272 4.85%n/a2,543 18 
2023 Notes5.38%n/a539 31 — 5.38%n/a1,361 77 — 
Totals$20,117 $856 $535 $38,795 $1,718 $1,115 
______________
(1) Interest rate is priced at Daily Simple SOFR, with a Daily Simple SOFR floor of zero, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 2.60% per annum.
(2) The non-usage fee per annum is 0.50% for the first 25% of the unused balance and up to 2.0% for the remaining unused balance.
(3) Interest rate is priced at three-month Term SOFR, plus a spread of 3.00% per annum.
(4) The non-usage fee per annum is 0.75% for the first 20% of the unused balance and up to 3.00% for the remaining unused balance.
(5) Interest rate is priced at three-month Term SOFR, plus a spread calculated based upon the composition of the loans in the collateral pool,which will not exceed 1.98% per annum.
64

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

(6) Amortization of deferred financing costs.
(7) Includes non-usage fees and custody fees.
The following table represents interest and debt fees for the three and six months ended June 30, 2022:
Three months ended June 30, 2022
Six months ended June 30, 2022
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (7)
Other Fees (8)
Interest RateNon-Usage RateInterest Expense
Deferred Financing Costs (7)
Other Fees (8)
Wells Fargo Credit Facility
(1)
(2)
$2,268 $380 $92 
(1)
(2)
$4,215 $756 $141 
JPM Credit Facility
(3)
(4)
3,494 106 119 
(3)
(4)
6,421 210 187 
JPM Revolver Facility
(5)
0.38%10 45 108 
(5)
0.38%10 45 108 
MassMutual Credit Facility (9)
— — — — 
(6)
0.50%— 38 26 
2026 Notes3.25%n/a2,632 33 3.25%n/a5,262 68 
2024 Notes4.85%n/a1,272 4.85%n/a2,543 18 
2023 Notes5.38%n/a822 47 — 5.38%n/a1,644 94 — 
2022 Notes4.75%n/a1,822 114 4.75%n/a3,644 227 
Totals$12,320 $734 $339 $23,739 $1,456 $482 
______________
(1) From April 6, 2021 through May 26, 2022, the Wells Fargo Credit Facility had an interest rate priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 2.50% per annum. From May 27, 2022 through June 30, 2022, the Wells Fargo Credit Facility had an interest rate priced at Daily Simple SOFR, with a Daily Simple SOFR floor of zero, plus a spread calculated based upon the composition of the loans in the collateral pool, which will not exceed 2.60% per annum.
(2) The non-usage fee per annum is 0.50% for the first 25% of the unused balance and up to 2.0% for the remaining unused balance.
(3) Interest rate is priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.75% per annum.
(4) The non-usage fee per annum is 0.75% for the first 20% of the unused balance and up to 2.75% for the remaining unused balance.
(5) Interest rate is priced at three-month Term SOFR, plus a spread calculated based upon the composition of the loans in the collateral pool,which will not exceed 1.98% per annum.
(6) Interest rate is priced at three-month LIBOR, with a LIBOR floor of 0.75%, plus a spread of 5.0% per annum.
(7) Amortization of deferred financing costs.
(8) Includes non-usage fees and custody fees.
(9) Amounts presented represent activity prior to termination on February 18, 2022.
_____________
The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate fair value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates, and accounts payable approximate their carrying value on the accompanying consolidated statements of assets and liabilities due to their short-term nature. The fair value of the Company's 2022 Notes, 2023 Notes, 2024 Notes, and 2026 Notes are derived from market indications provided by Bloomberg Finance L.P. at June 30, 2023 and December 31, 2022, as applicable.
At June 30, 2023 and December 31, 2022, the carrying amount of the Company's secured borrowings approximated their fair value. The fair values of the Company's debt obligations are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company's borrowings is estimated based upon market interest rates for the Company's own borrowings or entities with similar credit risk, adjusted for nonperformance risk, if any. As of June 30, 2023 and December 31, 2022, the Company's borrowings would be deemed to be Level 3, as defined in Note 3 - Fair Value of Financial Instruments.
65

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The fair values of the Company’s remaining financial instruments that are not reported at fair value on the accompanying consolidated statements of assets and liabilities are reported below:
Level
Carrying Amount at June 30, 2023
Fair Value at June 30, 2023
Wells Fargo Credit Facility3$225,000 $225,000 
JPM Credit Facility 3308,500 308,500 
JPM Revolver Facility 3323,190 323,190 
2026 Notes3297,855 264,984 
2024 Notes399,652 94,843 
$1,254,197 $1,216,517 
LevelCarrying Amount at December 31, 2022Fair Value at December 31, 2022
Wells Fargo Credit Facility3$225,000 $225,000 
JPM Credit Facility 3320,000 320,000 
JPM Revolver Facility3231,876 231,876 
2026 Notes3297,469 264,438 
2024 Notes399,534 93,706 
2023 Notes359,973 59,399 
$1,233,852 $1,194,419 
Note 6 — Derivatives
Foreign Currency
The Company may enter into forward foreign currency contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies or to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company's investments denominated in foreign currencies. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date (usually the security transaction settlement date) at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled. The Company's forward foreign currency contracts generally have terms of approximately three months. The volume of open contracts at the end of each reporting period is reflective of the typical volume of transactions during each calendar quarter. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit this risk by dealing with creditworthy counterparties.
The Company is operated by a person who has claimed an exclusion from the definition of the "commodity pool operator" under the Commodity Exchange Act, and, therefore, who is not subject to registration or regulation as a pool operator under such Act.
Note 7 — Commitments and Contingencies
Commitments
In the ordinary course of business, the Company may enter into future funding commitments. As of June 30, 2023, the Company had unfunded commitments on delayed draw term loans of $86.9 million, unfunded commitments on revolver term loans of $115.3 million, and unfunded commitments on term loans of $0.3 million. As of December 31, 2022, the Company had unfunded commitments on delayed draw term loans of $128.8 million, unfunded commitments on revolver term loans of $121.4 million, unfunded equity capital discretionary commitments of $11.1 million, and unfunded commitments on term loans of $0.4 million. The Company maintains sufficient cash on hand and available borrowing capacity to fund such unfunded commitments.
As of June 30, 2023, the Company's unfunded commitments consisted of the following:
66

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

June 30, 2023
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtDelayed draw term loan$2,951 $2,951 
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver term loan1,264 1,264 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed draw term loan11,747 2,391 
Arch Global Precision, LLCSenior Secured First Lien DebtRevolver term loan1,008 1,008 
Arctic Holdco, LLCSenior Secured First Lien DebtRevolver term loan4,574 3,659 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed draw term loan4,500 2,258 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver term loan5,420 5,420 
Avalara, Inc.Senior Secured First Lien DebtRevolver term loan4,030 4,030 
Capstone LogisticsSenior Secured First Lien DebtRevolver term loan1,804 1,804 
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver term loan2,363 2,158 
CRS-SPV, Inc.Senior Secured First Lien DebtRevolver term loan224 162 
Dynagrid Holdings, LLCSenior Secured First Lien DebtRevolver term loan2,262 2,262 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed draw term loan2,929 2,492 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed draw term loan2,546 597 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver term loan2,144 1,308 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver term loan1,894 1,894 
Galway Borrower, LLCSenior Secured First Lien DebtDelayed draw term loan275 275 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed draw term loan12,995 6,650 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver term loan4,769 4,444 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver term loan1,053 1,053 
ICR Operations, LLCSenior Secured First Lien DebtRevolver term loan6,178 4,247 
Ideal Tridon Holdings, Inc.Senior Secured First Lien DebtRevolver term loan2,868 2,049 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver term loan1,390 1,390 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver term loan3,630 3,025 
Integrated Efficiency Solutions, Inc.Senior Secured First Lien DebtRevolver term loan600 600 
Integrated Global Services, Inc.Senior Secured First Lien DebtRevolver term loan2,028 2,028 
IQN Holding Corp.Senior Secured First Lien DebtDelayed draw term loan1,841 1,841 
IQN Holding Corp.Senior Secured First Lien DebtRevolver term loan1,017 848 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed draw term loan5,044 2,733 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver term loan2,531 1,924 
Manna Pro Products, LLCSenior Secured First Lien DebtRevolver term loan2,706 744 
McDonald Worley, P.C.Senior Secured First Lien DebtTerm loan15,491 293 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver term loan1,326 796 
Midwest Can Company, LLCSenior Secured First Lien DebtRevolver term loan2,019 2,019 
Miller Environmental Group, Inc.Senior Secured First Lien DebtRevolver term loan1,324 927 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver term loan7,827 3,913 
Monumental RSN, LLCSenior Secured First Lien DebtRevolver term loan3,238 3,238 
Norvax, LLCSenior Secured First Lien DebtRevolver term loan1,152 1,152 
67

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Odessa Technologies, Inc.Senior Secured First Lien DebtDelayed draw term loan$2,676 $2,676 
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver term loan3,747 3,747 
ORG GC Holdings, LLCSenior Secured First Lien DebtDelayed draw term loan584 584 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver term loan1,840 1,288 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed draw term loan7,213 5,753 
Pluralsight, LLCSenior Secured First Lien DebtRevolver term loan1,602 801 
Point Broadband Acquisition, LLCSenior Secured First Lien DebtDelayed draw term loan8,026 967 
Post Road Equipment Finance, LLCSubordinated DebtDelayed draw term loan20,000 19,000 
Premier Global Services, Inc.Senior Secured First Lien DebtRevolver term loan1,042 73 
Questex, Inc.Senior Secured First Lien DebtRevolver term loan2,584 2,584 
Reddy Ice Corp.Senior Secured First Lien DebtRevolver term loan1,762 1,269 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver term loan464 464 
REP TEC Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver term loan1,354 699 
RSC Acquisition, Inc.Senior Secured First Lien DebtDelayed draw term loan1,199 493 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver term loan8,886 8,886 
SCIH Salt Holdings, Inc.Senior Secured First Lien DebtRevolver term loan3,746 3,746 
Sherlock Buyer Corp.Senior Secured First Lien DebtDelayed draw term loan3,209 3,209 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver term loan1,284 1,284 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver term loan3,782 2,836 
St. Croix Hospice Acquisition Corp.Senior Secured First Lien DebtRevolver term loan2,256 2,256 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver term loan601 601 
The NPD Group, LPSenior Secured First Lien DebtRevolver term loan1,922 1,768 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed draw term loan6,974 2,864 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver term loan1,993 1,993 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed draw term loan9,302 9,302 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver term loan3,300 2,035 
University of St. Augustine Acquisition Corp.Senior Secured First Lien DebtRevolver term loan2,615 2,615 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtDelayed draw term loan4,202 1,755 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver term loan1,167 1,167 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver term loan2,169 2,169 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed draw term loan4,391 4,391 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver term loan3,179 2,702 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver term loan2,547 1,737 
West Coast Dental Services, Inc.Senior Secured First Lien DebtDelayed draw term loan3,396 2,717 
Westwood Professional Services, Inc.Senior Secured First Lien DebtDelayed draw term loan3,023 318 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver term loan378 378 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver term loan4,224 11 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver term loan4,448 4,448 
Zendesk, Inc.Senior Secured First Lien DebtDelayed draw term loan10,700 10,700 
Zendesk, Inc.Senior Secured First Lien DebtRevolver term loan4,406 4,406 
Total$285,155 $202,539 








68

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

As of December 31, 2022, the Company's unfunded commitments consisted of the following:
December 31, 2022
Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtDelayed draw term loan$3,583 $789 
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtDelayed draw term loan2,951 2,951 
ADCS Clinics Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver term loan1,264 1,264 
Alera Group Intermediate Holdings, Inc.Senior Secured First Lien DebtDelayed draw term loan11,795 5,197 
Arch Global Precision, LLCSenior Secured First Lien DebtRevolver term loan1,008 1,008 
Arctic Holdco, LLCSenior Secured First Lien DebtRevolver term loan4,574 2,135 
Armada Parent, Inc.Senior Secured First Lien DebtDelayed draw term loan4,512 2,259 
Armada Parent, Inc.Senior Secured First Lien DebtRevolver term loan5,420 5,420 
Avalara, Inc.Senior Secured First Lien DebtRevolver term loan4,030 4,030 
Aventine Holdings, LLCSenior Secured First Lien DebtDelayed draw term loan10,389 805 
BCPE Oceandrive Buyer, Inc.Senior Secured First Lien DebtDelayed draw term loan11,409 9,682 
Capstone LogisticsSenior Secured First Lien DebtRevolver term loan1,804 1,804 
Communication Technology Intermediate, LLCSenior Secured First Lien DebtRevolver term loan2,363 2,158 
CRS-SPV, Inc.Senior Secured First Lien DebtRevolver term loan224 162 
Dynagrid Holdings, LLCSenior Secured First Lien DebtRevolver term loan2,262 2,262 
Eliassen Group, LLCSenior Secured First Lien DebtDelayed draw term loan2,932 2,493 
Faraday Buyer, LLCSenior Secured First Lien DebtDelayed draw term loan2,551 2,551 
FGT Purchaser, LLCSenior Secured First Lien DebtRevolver term loan2,144 1,329 
Galway Borrower, LLCSenior Secured First Lien DebtDelayed draw term loan275 275 
Galway Borrower, LLCSenior Secured First Lien DebtRevolver term loan1,894 1,894 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtDelayed draw term loan13,005 13,005 
Geosyntec Consultants, Inc.Senior Secured First Lien DebtRevolver term loan4,769 4,769 
Gogo Intermediate Holdings, LLCSenior Secured First Lien DebtRevolver term loan1,053 1,053 
Higginbotham Insurance Agency, Inc.Senior Secured First Lien DebtDelayed draw term loan6,847 3,937 
Hospice Care Buyer, Inc.Senior Secured First Lien DebtRevolver term loan2,775 872 
ICR Operations, LLCSenior Secured First Lien DebtRevolver term loan6,178 4,633 
Ideal Tridon Holdings, Inc.Senior Secured First Lien DebtRevolver term loan2,810 1,244 
IG Investments Holdings, LLCSenior Secured First Lien DebtRevolver term loan1,390 834 
Indigo Buyer, Inc.Senior Secured First Lien DebtDelayed draw term loan9,078 9,078 
Indigo Buyer, Inc.Senior Secured First Lien DebtRevolver term loan3,630 3,025 
Integrated Efficiency Solutions, Inc.Senior Secured First Lien DebtRevolver term loan600 600 
Integrated Global Services, Inc.Senior Secured First Lien DebtRevolver term loan2,028 2,028 
IQN Holding Corp.Senior Secured First Lien DebtDelayed draw term loan2,540 2,349 
IQN Holding Corp.Senior Secured First Lien DebtRevolver term loan1,017 1,017 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtDelayed draw term loan5,055 2,733 
Knowledge Pro Buyer, Inc.Senior Secured First Lien DebtRevolver term loan2,531 2,531 
Manna Pro Products, LLCSenior Secured First Lien DebtRevolver term loan2,706 744 
McDonald Worley, P.C.Senior Secured First Lien DebtTerm loan15,491 414 
Medical Management Resource Group, LLCSenior Secured First Lien DebtRevolver term loan1,326 1,326 
Midwest Can Company, LLCSenior Secured First Lien DebtRevolver term loan2,019 2,019 
Miller Environmental Group, Inc.Senior Secured First Lien DebtDelayed draw term loan1,131 1,131 
Miller Environmental Group, Inc.Senior Secured First Lien DebtRevolver term loan1,324 1,324 
Mirra-Primeaccess Holdings, LLCSenior Secured First Lien DebtRevolver term loan7,827 4,892 
Monumental RSN, LLCSenior Secured First Lien DebtRevolver term loan3,238 3,238 
Muth Mirror Systems, LLCSenior Secured First Lien DebtRevolver term loan1,300 650 
Norvax, LLCSenior Secured First Lien DebtRevolver term loan1,152 1,152 
Odessa Technologies, Inc.Senior Secured First Lien DebtDelayed draw term loan2,676 2,676 
69

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Portfolio Company NameInvestment TypeCommitment TypeTotal CommitmentRemaining Commitment
Odessa Technologies, Inc.Senior Secured First Lien DebtRevolver term loan$3,747 $3,747 
ORG GC Holdings, LLCSenior Secured First Lien DebtDelayed draw term loan584 584 
Pie Buyer, Inc.Senior Secured First Lien DebtDelayed draw term loan7,213 7,213 
Pie Buyer, Inc.Senior Secured First Lien DebtRevolver term loan1,840 1,380 
Pluralsight, LLCSenior Secured First Lien DebtRevolver term loan1,602 801 
Point Broadband Acquisition, LLCSenior Secured First Lien DebtDelayed draw term loan8,054 4,244 
Post Road Equipment Finance, LLCSubordinated DebtDelayed draw term loan24,000 8,914 
Premier Global Services, Inc.Senior Secured First Lien DebtRevolver term loan1,042 73 
Questex, Inc.Senior Secured First Lien DebtRevolver term loan2,584 2,584 
Reddy Ice Corp.Senior Secured First Lien DebtRevolver term loan1,762 1,762 
Relativity Oda, LLCSenior Secured First Lien DebtRevolver term loan464 464 
REP TEC Intermediate Holdings, Inc.Senior Secured First Lien DebtRevolver term loan1,354 835 
Roadsafe Holdings, Inc.Senior Secured First Lien DebtDelayed draw term loan10,140 3,343 
RSC Acquisition, Inc.Senior Secured First Lien DebtDelayed draw term loan5,069 3,585 
Saturn SHC Buyer Holdings, Inc.Senior Secured First Lien DebtRevolver term loan8,886 8,886 
SCIH Salt Holdings, Inc.Senior Secured First Lien DebtRevolver term loan3,746 2,623 
Sherlock Buyer Corp.Senior Secured First Lien DebtDelayed draw term loan3,209 3,209 
Sherlock Buyer Corp.Senior Secured First Lien DebtRevolver term loan1,284 1,284 
Simplifi Holdings, Inc.Senior Secured First Lien DebtRevolver term loan3,782 3,782 
St. Croix Hospice Acquisition Corp.Senior Secured First Lien DebtRevolver term loan2,256 2,256 
Subsea Global Solutions, LLCSenior Secured First Lien DebtRevolver term loan963 58 
SunMed Group Holdings, LLCSenior Secured First Lien DebtRevolver term loan601 313 
Tap Rock Resources, LLC (1)
Equity/OtherEquity29,470 11,114 
The NPD Group, LPSenior Secured First Lien DebtRevolver term loan1,922 1,691 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtDelayed draw term loan6,974 3,138 
Trinity Air Consultants Holdings Corp.Senior Secured First Lien DebtRevolver term loan1,993 1,993 
Triple Lift, Inc.Senior Secured First Lien DebtRevolver term loan3,300 2,035 
University of St. Augustine Acquisition Corp.Senior Secured First Lien DebtRevolver term loan2,615 2,615 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtDelayed draw term loan4,202 4,202 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtDelayed draw term loan4,821 1,296 
US Oral Surgery Management Holdco, LLCSenior Secured First Lien DebtRevolver term loan1,167 1,167 
US Salt Investors, LLCSenior Secured First Lien DebtRevolver term loan2,169 2,169 
Victors CCC Buyer, LLCSenior Secured First Lien DebtDelayed draw term loan4,391 4,391 
Victors CCC Buyer, LLCSenior Secured First Lien DebtRevolver term loan3,179 3,179 
West Coast Dental Services, Inc.Senior Secured First Lien DebtDelayed draw term loan3,396 3,396 
West Coast Dental Services, Inc.Senior Secured First Lien DebtRevolver term loan2,547 2,292 
Westwood Professional Services, Inc.Senior Secured First Lien DebtDelayed draw term loan3,023 2,016 
Westwood Professional Services, Inc.Senior Secured First Lien DebtRevolver term loan378 378 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtDelayed draw term loan13,657 6,579 
WHCG Purchaser III, Inc.Senior Secured First Lien DebtRevolver term loan4,224 2,798 
WIN Holdings III Corp.Senior Secured First Lien DebtRevolver term loan4,448 4,448 
Zendesk, Inc.Senior Secured First Lien DebtDelayed draw term loan10,700 10,700 
Zendesk, Inc.Senior Secured First Lien DebtRevolver term loan4,406 4,406 
Total$390,044 $261,685 
_____________
70

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

(1) The commitment related to this investment is discretionary.
Litigation and Regulatory Matters
In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time.
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.
Note 8 — Economic Dependency
Under various agreements, the Company has engaged or will engage the Adviser and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations.
As a result of these relationships, the Company is dependent upon the Adviser and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.
Note 9 — Common Stock
On August 25, 2011, the Company had raised sufficient funds to break escrow on its IPO. On July 1, 2014, the Company's registration statement on Form N-2 (File No. 333-193241) for its Follow-on was declared effective by the SEC. Simultaneously with the effectiveness of the registration statement of the Follow-on, the Company's IPO terminated. Through June 30, 2023, the Company issued 269.4 million shares of common stock for gross proceeds of $2.6 billion, including the shares purchased by an affiliate of BSP and shares issued under the Company's DRIP. Following the time the Company's updated registration statement was declared effective on June 30, 2015, the Company issued shares for subscription agreements that had been accepted through that date. The Company suspended the DRIP from March 29, 2020 through June 26, 2020. While the DRIP was suspended, participants and all other holders of the Company's common stock received distributions paid by the Company in cash. From inception of the Company's DRIP plan to June 30, 2023, the Company had repurchased 37.7 million shares of common stock through its share repurchase program for payments of $310.2 million. As of December 31, 2022, the Company had repurchased 34.0 million shares of common stock for payments of $282.8 million. Amounts include additional shares tendered for death and disability as permitted.
On April 1, 2022, April 12, 2022 and May 13, 2022, the Company entered into stock purchase agreements with certain investors (collectively, the “Purchase Agreements”) and associated subscription agreements (collectively, the “Subscription Agreements”), totaling $234.8 million, for the sale of the Company’s common stock at the net asset value of each drawdown date. Investors are required to make capital contributions to purchase the Company’s common stock each time the Company delivers a drawdown notice in an aggregate amount not to exceed 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 per-share price as determined by the Company’s Board, which price will be determined prior to the issuance of the Company’s common stock and in accordance with the limitations under Section 23 of the 1940 Act. As of June 30, 2023, the Company has called $234.8 million of capital commitments.
In connection with the Purchase Agreements, the Adviser has sold and will sell additional shares of the Company to such investors at a discounted price or contribute other consideration in connection with each drawdown. The Company is not obligated to reimburse the Adviser for the shares that were sold at a discounted price or the other consideration that was provided by the Adviser.
    
71

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table reflects the common stock activity for the six months ended June 30, 2023:
SharesValue
Shares Sold4,928,566 $36,324 
Shares Issued through DRIP1,873,949 13,642 
Share Repurchases(3,701,339)(27,408)
3,101,176 $22,558 
The following table reflects the common stock activity for the six months ended June 30, 2022:
SharesValue
Shares Sold10,540,388 $79,441 
Shares Issued through DRIP1,817,333 13,630 
Share Repurchases(3,159,305)(23,571)
9,198,416 $69,500 

The following table reflects the stockholders' equity activity for the six months ended June 30, 2023:
Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total Stockholders' Equity
Balance as of December 31, 2022
228,658,723 $229 $2,124,264 $(459,036)$1,665,457 
Net investment income— — — 38,343 38,343 
Net realized loss from investment transactions— — — (1,996)(1,996)
Net change in unrealized depreciation on investments and foreign exchange currency contracts, net of change in deferred taxes— — — (3,360)(3,360)
Issuance of common stock, net of issuance costs4,928,566 36,320 — 36,324 
Repurchases(3,472,698)(3)(25,625)— (25,628)
Distributions to stockholders— — — (34,517)(34,517)
Reinvested dividends936,348 6,815 — 6,816 
Balance as of March 31, 2023
231,050,939 $231 $2,141,774 $(460,566)$1,681,439 
Net investment income— — — 42,035 42,035 
Net realized gain from investment transactions— — — 1,461 1,461 
Net change in unrealized depreciation on investments and foreign exchange currency contracts, net of change in deferred taxes— — — (13,855)(13,855)
Repurchases(228,641)— (1,780)— (1,780)
Distributions to stockholders— — — (34,591)(34,591)
Reinvested dividends937,601 6,825 — 6,826 
Balance as of June 30, 2023
231,759,899 $232 $2,146,819 $(465,516)$1,681,535 










72

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table reflects the stockholders' equity activity for the six months ended June 30, 2022:
 Common stock - sharesCommon stock - parAdditional paid in capitalTotal distributable earnings (loss)Total Stockholders' Equity
Balance as of December 31, 2021
201,610,757 $202 $1,913,365 $(404,075)$1,509,492 
Net investment income— — — 29,026 29,026 
Net realized gain from investment transactions — — — 3,444 3,444 
Net change in unrealized appreciation on investments and foreign exchange currency contracts, net of change in deferred taxes— — — 2,457 2,457 
Repurchases(3,091,177)(3)(23,062)— (23,065)
Distributions to stockholders— — — (29,778)(29,778)
Reinvested dividends908,625 — 6,806 — 6,806 
Balance as of June 30, 2022
199,428,205 $199 $1,897,109 $(398,926)$1,498,382 
Net investment income— — — 28,496 28,496 
Net realized gain from investment transactions— — — 6,287 6,287 
Net change in unrealized depreciation on investments and foreign exchange currency contracts, net of change in deferred taxes— — — (22,736)(22,736)
Issuance of common stock, net of issuance costs10,540,388 11 79,430 — 79,441 
Repurchases(68,128)— (506)— (506)
Distributions to stockholders— — — (31,485)(31,485)
Reinvested dividends908,708 6,823 — 6,824 
Balance as of June 30, 2022210,809,173 $211 $1,982,856 $(418,364)$1,564,703 

73

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Note 10 — Capital
Investor Commitments
As of June 30, 2023 the Company had $234.8 million in total capital commitments, which were fully funded, in connection with the Purchase Agreements and Subscription Agreements (as defined in Note 9). As of December 31, 2022, the Company had $234.8 million in total capital commitments, of which $36.3 million was unfunded, in connection with the Purchase Agreements and Subscription Agreements (as defined in Note 9).
Capital Drawdowns
The following table summarizes the total shares issued and proceeds received, net of issuance costs, related to capital drawdowns of Common Stock in connection with the Purchase Agreements and Subscription Agreements for the six months ended June 30, 2023:
Share Issue DateShares IssuedNet Proceeds Received
For the six months ended June 30, 2023
February 7, 20234,928,566 $36,324 
Total Capital Drawdowns4,928,566 $36,324 
The following table summarizes the total shares issued and proceeds received, net of issuance costs, related to capital drawdowns of Common Stock in connection with the Purchase Agreements and Subscription Agreements for the six months ended June 30, 2022:
Share Issue DateShares IssuedNet Proceeds Received
For the six months ended June 30, 2022
April 14, 20225,548,128 $41,500 
June 3, 20224,992,260 37,941 
Total Capital Drawdowns10,540,388 $79,441 
The issuances of Common Stock described above were 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.
Note 11 — Share Repurchase Program
The Company intends to conduct annual tender offers pursuant to its share repurchase program (“SRP”). The Company’s Board of Directors considers the following factors in making its determination regarding whether to cause the Company to offer to repurchase shares and under what terms:
the effect of such repurchases on the Company's qualification as a RIC (including the consequences of any necessary asset sales);
the liquidity of the Company's assets (including fees and costs associated with disposing of assets);
the Company's investment plans and working capital requirements;
the relative economies of scale with respect to the Company's size;
the Company's history in repurchasing shares or portions thereof;
the condition of the securities markets.
74

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

On June 26, 2020, the Company's Board of Directors amended the Company's SRP. The Company intends to conduct tender offers on an annual basis, instead of on a semi-annual basis as was done previously. The Company intends to continue to limit the number of shares to be repurchased in any calendar year to the lesser of (i) 10% of the weighted average number of shares outstanding in the prior calendar year or (ii) the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during the relevant redemption period. In addition, in the event of a stockholder’s death or disability, the Company may, in its sole discretion, accept up to the full amount tendered by such stockholder of the current net asset value per share. Any repurchases of shares made in connection with a stockholder’s death or disability may be included within the overall limitation imposed on tender offers during the relevant redemption period, which provides that the Company may limit the number of shares to be repurchased during any redemption period to the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during such redemption period. The Company's eleven most recent tender offers were oversubscribed.
Offer DateRepurchase DateShares TenderedShares RepurchasedRepurchase Price Per ShareAggregate Consideration for Repurchased Shares (in thousands)
December 14, 2021February 24, 202245,067,174 2,927,837 $7.46 $21,841.64 
December 14, 2022February 24, 202345,205,567 3,472,698 $7.38 $25,628.49 
Share amounts in the table above represent amounts filed in the tender offer.
Note 12 — Earnings Per Share
Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The Company had no potentially dilutive securities for the six months ended June 30, 2023 and 2022.
The following information sets forth the computation of the weighted average basic and diluted net increase in net assets per share resulting from operations for the for the three and six months ended June 30, 2023 and 2022.
 For the three months ended June 30,For the six months ended June 30,
 2023202220232022
Basic and diluted
Net increase in net assets resulting from operations$29,641 $12,047 $62,628 $46,974 
Weighted average shares outstanding230,942,821 205,577,018 230,551,373 203,038,687 
Net increase in net assets resulting from operations per share$0.13 $0.06 $0.27 $0.23 

Note 13 — Distributions
The following table reflects the distributions declared on shares of the Company’s Common Stock for the six months ended June 30, 2023:    
Date Declared Record DatePayment DateAmount Per Share
For the Six Months Ended June 30, 2023
March 8, 2023March 31, 2023April 3, 2023$0.13 
March 8, 2023 (special)March 31, 2023April 3, 2023$0.02 
May 10, 2023June 30, 2023July 3, 2023$0.13 
May 10, 2023 (special)June 30, 2023July 3, 2023$0.02 
75

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

The following table reflects the distributions declared on shares of the Company’s Common Stock for the six months ended June 30, 2022:
Date Declared Record DatePayment DateAmount Per Share
For the Six Months Ended June 30, 2022
March 10, 2022March 31, 2022April 5, 2022$0.13 
March 10, 2022 (special)March 31, 2022April 5, 2022$0.02 
May 11, 2022June 30, 2022July 1, 2022$0.13 
May 11, 2022 (special)June 30, 2022July 1, 2022$0.02 
The amount of each such distribution is subject to the discretion of the Board of Directors and applicable legal restrictions related to the payment of distributions. The Company calculates each stockholder’s specific distribution amount for the quarter using record and declaration dates. The distributions are payable by the fifth day following each record date.

As of June 30, 2023 and December 31, 2022, the Company had accrued $27.8 million and $27.3 million, respectively, in stockholder distributions that were unpaid.
Note 14 — Income Tax Information and Distributions to Stockholders
The Company has elected to be treated for federal income tax purposes as a RIC under the Code. Generally, a RIC is exempt from federal income taxes if it meets certain quarterly asset diversification requirements, annual income tests, and distributes to stockholders its ‘‘investment company taxable income,’’ as defined in the Code, each taxable year. Distributions declared prior to the filing of the previous year's tax return and paid up to one year after the previous tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its RIC status each year. The Company may also be subject to federal excise taxes of 4%.
A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus net realized short-term capital gains in excess of net realized long-term capital losses). If the Company's expenses in a given taxable year exceed gross taxable income (e.g., as the result of large amounts of equity-based compensation), it would incur a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to the RIC’s stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such net capital losses, and use them to offset capital gains indefinitely. Due to these limits on the deductibility of expenses and net capital losses, the Company may for tax purposes have aggregate taxable income for several taxable years that it is required to distribute and that is taxable to stockholders even if such taxable income is greater than the aggregate net income the Company actually earned during those taxable years. Such required distributions may be made from the Company cash assets or by liquidation of investments, if necessary. The Company may realize gains or losses from such liquidations. In the event the Company realizes net capital gains from such transactions, the Company may make a larger capital gain distribution than it would have made in the absence of such transactions.
Depending on the level of taxable income earned in a tax year, for excise tax purposes the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and incur a 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.
The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes (“ASC Topic 740”), nor did the Company have any unrecognized tax benefits as of the periods presented herein. The Company's current tax year as well as 2022, 2021, 2020 and 2019 federal and state tax returns remain subject to examination by the Internal Revenue Service and state departments of revenue.
As of June 30, 2023, the Company's domestic subsidiary had a cumulative net operating loss and unrealized gain. As a result, the Company has a deferred tax asset of $10.5 million and a deferred tax liability of $(22.0) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The future realization of the tax benefits of existing deductible temporary differences or carryforwards ultimately depend on the existence of sufficient taxable income in the carryback (if permitted under the tax law)
76

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

and carryforward periods. The Company has concluded that future reversal of existing taxable temporary differences is sufficient to support a conclusion that a valuation allowance is not necessary as of June 30, 2023. For the six months ended June 30, 2023, there was no change in the valuation allowance.

As of December 31, 2022, the Company's domestic subsidiary had a cumulative net operating loss and unrealized gain. As a result, the Company had a deferred tax asset of $4.6 million and a deferred tax liability of $(16.0) million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The future realization of the tax benefits of existing deductible temporary differences or carryforwards ultimately depend on the existence of sufficient taxable income in the carryback (if permitted under the tax law) and carryforward periods. The Company concluded that future reversal of existing taxable temporary differences was sufficient to support a conclusion that a valuation allowance was not necessary as of December 31, 2022. For the year ended December 31, 2022, there was a change in the valuation allowance of $2.0 million.

The deferred tax asset valuation allowance, if applicable, has been determined pursuant to the provisions of ASC Topic 740, including the Company's estimation of future taxable income, if necessary, and is adequate to reduce the total deferred tax asset to an amount that will more likely than not be realized.
Note 15 — Financial Highlights
The following is a schedule of financial highlights for the six months ended June 30, 2023 and 2022:
For the six months ended June 30,
20232022
Per share data:
Net asset value, beginning of period$7.28 $7.49 
Results of operations (1)
        Net investment income0.35 0.28 
Net realized and unrealized loss, net of change in deferred taxes(0.08)(0.05)
Net increase in net assets resulting from operations0.27 0.23 
Stockholder distributions (2)
Distributions from net investment income(0.30)(0.30)
Net decrease in net assets resulting from stockholder distributions(0.30)(0.30)
Other (6)
0.01 — 
Net asset value, end of period$7.26 $7.42 
Shares outstanding at end of period231,759,899 210,809,173 
Total return (3)
3.76 %3.14 %
Ratio/Supplemental data:
Total net assets, end of period$1,681,535 $1,564,703 
Ratio of net investment income to average net assets (7)
10.89 %8.57 %
Ratio of total expenses to average net assets (5) (7)
9.99 %8.26 %
Portfolio turnover rate (4)
3.81 %7.06 %
______________
(1)    The per share data was derived by using the weighted average shares outstanding during the period.
(2)    The per share data for distributions reflects the actual amount of distributions declared per share during the period.
(3)    Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP.
(4)    Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value.
77

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

(5)    Ratio of total expenses to average net assets is calculated using total operating expenses, including income tax expense over average net assets.
(6)    Represents the impact of calculating certain per share amounts based on weighted average shares outstanding during the period and certain per share amounts based on shares outstanding as a of period end.
(7)    Ratios are annualized, except for incentive fees.

Note 16 – Schedules of Investments and Advances to Affiliates
An affiliated company is generally a portfolio company in which FBLC owns 5% or more of its voting securities. A controlled affiliated company is generally a portfolio company in which FBLC owns more than 25% of its voting securities or has the power to exercise control over its management or policies (including through a management agreement). Transactions related to investments in affiliated and controlled affiliated companies for the six months ended June 30, 2023 were as follows:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in income
Beginning Fair Value at December 31, 2022
Gross additions*
Gross reductions**
Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at June 30, 2023
Control Investments
CRS-SPV, Inc. (2) (3) (6)
Equity/Other$— $1,559 $— $— $— $— $1,559 
CRS-SPV, Inc. (2) (6)
Senior Secured First Lien Debt62 — — — — 62 
Danish CRJ, Ltd. (2) (3) (6)
Equity/Other— — — — — — — 
FBLC Senior Loan Fund, LLC (2) (4) (6) (8)
Equity/Other13,609 304,934 — — — — 304,934 
Integrated Efficiency Solutions, Inc. (2) (6)
Senior Secured First Lien Debt— — — — — — 
Integrated Efficiency Solutions, Inc. (2) (6)
Senior Secured First Lien Debt54 1,421 — (7)— — 1,414 
Integrated Efficiency Solutions, Inc. (2) (6)
Senior Secured Second Lien Debt146 760 146 — — (247)659 
Integrated Efficiency Solutions, Inc. (2) (3) (6)
Equity/Other— — — — — — — 
Integrated Efficiency Solutions, Inc. (2) (3) (6)
Equity/Other— — — — — — — 
Internap Corp. (2) (3) (6)
Equity/Other— 595 — — — (595)— 
Internap Corp. (2) (6)
Senior Secured First Lien Debt281 4,802 73 (1,281)— (1,627)1,967 
Kahala Ireland OpCo Designated Activity Company (2) (6)
Equity/Other4,476 5,027 — — — (3,479)1,548 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)
Equity/Other— 3,250 — — — — 3,250 
Kahala US OpCo, LLC (2) (3) (6)
Equity/Other— — — — — — — 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt61 579 62 — — — 641 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt12 227 — — — — 227 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt— — 130 — — — 130 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt— 546 — — — 34 580 
Lakeview Health Holdings, Inc. (2) (3) (6)
Equity/Other— — — — — — — 
MGTF Holdco, LLC (2) (3) (6)
Equity/Other— — — — — — — 
MGTF Radio Company, LLC (2) (6)
Senior Secured First Lien Debt2,566 40,015 14 (750)101 39,380 
ORG GC Holdings, LLC (2) (6)
Senior Secured First Lien Debt531 9,082 533 — — — 9,615 
ORG GC Holdings, LLC (2) (6)
Senior Secured Second Lien Debt381 3,868 382 — — (23)4,227 
ORG GC Holdings, LLC (2) (3) (6)
Equity/Other— — — — — — — 
ORG GC Holdings, LLC (2) (3) (6)
Equity/Other— — — — — — — 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt1,157 15,086 8,914 — — — 24,000 
Post Road Equipment Finance, LLC (2) (6)
Equity/Other3,603 81,692 — — — — 81,692 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt2,439 38,100 10 — — (11)38,099 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt— — 1,000 — — — 1,000 
78

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Portfolio Company (1)
Type of AssetAmount of dividends and interest included in income
Beginning Fair Value at December 31, 2022
Gross additions*
Gross reductions**
Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at June 30, 2023
Siena Capital Finance, LLC (2) (6)
Subordinated Debt$4,368 $77,000 $7,500 $(10,000)$$(6)$74,500 
Siena Capital Finance, LLC (2) (6)
Equity/Other5,525 77,310 — — — — 77,310 
WPNT, LLC (2) (3) (6)
Equity/Other— — — — — — — 
  Total Control Investments$39,214 $665,915 $18,764 $(12,038)$$(5,853)$666,794 
Affiliate Investments
Cirque Du Soleil Holding USA Newco, Inc. (3)
Equity/Other$— $4,721 $— $— $— $918 $5,639 
Cirque Du Soleil Holding USA Newco, Inc. (3)
Equity/Other— 1,311 — — — 1,055 2,366 
First Eagle Greenway Fund II, LLC (3)
Equity/Other— 360 — — — 53 413 
Foresight Energy Operating, LLC (3) (6)
Equity/Other— 3,519 — — — — 3,519 
Foresight Energy Operating, LLC (6)
Senior Secured First Lien Debt70 1,077 — (6)— — 1,071 
MCS Acquisition Corp. (3) (6)
Equity/Other— 357 337 — — — 694 
MCS Acquisition Corp. (3) (6)
Equity/Other— 747 — — — — 747 
MCS Acquisition Corp. (6)
Senior Secured First Lien Debt42 772 — (4)— — 768 
NewStar Arlington Senior Loan Program, LLC 14-1A FR (6)
Collateralized Securities389 4,165 — — 4,180 
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (6)
Collateralized Securities753 10,278 — (1,379)— (700)8,199 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (6)
Collateralized Securities575 8,849 158 — — 221 9,228 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (6)
Collateralized Securities— — — — — — — 
PennantPark Credit Opportunities Fund II, LP (3)
Equity/Other— 1,162 — (76)— 35 1,121 
Tap Rock Resources, LLC (5) (6)
Equity/Other— 596 — (808)808 (596)— 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— 186 — — — 10 196 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— 4,264 — — — 217 4,481 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— 1,048 — — — 28 1,076 
Tax Defense Network, LLC (3) (6)
Equity/Other— — — — — — — 
Tax Defense Network, LLC (3) (6)
Equity/Other— — — — — — — 
Tennenbaum Waterman Fund, LP Equity/Other333 8,699 — — — 127 8,826 
Vantage Mobility International, LLC (6)
Senior Secured First Lien Debt— — — — — — — 
Vantage Mobility International, LLC (6)
Senior Secured First Lien Debt— — — — — — — 
Vantage Mobility International, LLC (6)
Senior Secured Second Lien Debt— — — — — — — 
Vantage Mobility International, LLC (6)
Senior Secured Second Lien Debt— — — — — — — 
Vantage Mobility International, LLC (3) (6)
Equity/Other— — — — — — — 
Vantage Mobility International, LLC (3) (6)
Equity/Other— — — — — — — 
Vantage Mobility International, LLC (3) (6)
Equity/Other— — — — — — — 
Whitehorse, Ltd. 2014-1A E (6)
Collateralized Securities381 6,996 70 (1,726)205 5,553 
Whitehorse, Ltd. 2014-1A Side Letter (6)
Collateralized Securities— — — — — — — 
Whitehorse, Ltd. 2014-1A SUB (6)
Collateralized Securities— — — — — — — 
Total Affiliate Investments$2,543 $59,107 $574 $(3,999)$816 $1,579 $58,077 
Total Control & Affiliate Investments$41,757 $725,022 $19,338 $(16,037)$822 $(4,274)$724,871 
______________________________________________________
79

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

*    Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.
**    Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1)The principal amount and ownership detail are shown in the Consolidated Schedules of Investments.
(2)This investment was not deemed significant under Regulation S-X as of June 30, 2023.
(3)Investment is non-income producing at June 30, 2023.
(4)FBLC and CCLF are the members of SLF, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in SLF in the form of LLC equity interests as SLF makes investments, and all portfolio and other material decisions regarding SLF must be submitted to SLF’s board of directors which is comprised of an equal number of members appointed by each of FBLC and CCLF. Because management of SLF is shared equally between us and CCLF, we do not believe we control SLF for purposes of the 1940 Act or otherwise.
(5)Investment no longer held as of June 30, 2023.
(6)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(7)Gross of net change in deferred taxes in the amount of $0.0 million.
(8)The Company's investment falls under the definition of a significant subsidiary, as it exceeded the threshold of at least one of the tests under Rule 4-08(g), or exceeded the threshold of at least one of the tests under Rule 3-09. See Note 3 for summarized financial information.
Dividends and interest for the six months ended June 30, 2023 attributable to Controlled and Affiliated investments no longer held as of June 30, 2023 were $0.0 million.
Realized gain (loss) for the six months ended June 30, 2023 attributable to Controlled and Affiliated investments no longer held as of June 30, 2023 was $0.8 million.
Change in unrealized gain (loss) for the six months ended June 30, 2023 attributable to Controlled and Affiliated investments no longer held as of June 30, 2023 was $(0.6) million.
The following table presents the Schedule of Investments and Advances to Affiliates as of December 31, 2022:
Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2021
Gross additions*
Gross reductions**
Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at December 31, 2022
Control Investments
CRS-SPV, Inc. (2) (3) (6)
Equity/Other$— $1,266 $— $— $— $293 $1,559 
CRS-SPV, Inc. (2) (6)
Senior Secured First Lien Debt62 — — — — 62 
Danish CRJ, Ltd. (2) (3) (6)
Equity/Other— — — — — — — 
FBLC Senior Loan Fund, LLC (2) (4) (6) (8)
Equity/Other25,163 304,934 — — — — 304,934 
Integrated Efficiency Solutions, Inc. (2) (5)(6)
Senior Secured First Lien Debt12 131 240 (371)— — — 
Integrated Efficiency Solutions, Inc. (2) (6)
Senior Secured First Lien Debt109 1,436 — (15)— — 1,421 
Integrated Efficiency Solutions, Inc. (2) (6)
Senior Secured Second Lien Debt282 780 282 — — (302)760 
Integrated Efficiency Solutions, Inc. (2) (3) (6)
Equity/Other— — — — — — — 
Integrated Efficiency Solutions, Inc. (2) (3) (6)
Equity/Other— — — — — — — 
Internap Corp (2) (3) (6)
Equity/Other— — 1,552 — — (957)595 
Internap Corp. (2) (6)
Senior Secured First Lien Debt514 — 5,813 (1,441)— 430 4,802 
80

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2021
Gross additions*
Gross reductions**
Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at December 31, 2022
Kahala Ireland OpCo Designated Activity Company (2) (6)
Equity/Other$17,904 $23,732 $— $— $— $(18,705)$5,027 
Kahala Ireland OpCo Designated Activity Company (2) (3) (6)
Equity/Other— 3,250 — — — — 3,250 
Kahala US OpCo, LLC (2) (3) (6)
Equity/Other— — — — — — — 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt66 414 165 — — — 579 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt— 227 — — — 227 
Lakeview Health Holdings, Inc. (2) (6)
Senior Secured First Lien Debt64 584 64 — — (102)546 
Lakeview Health Holdings, Inc. (2) (3) (6)
Equity/Other— — — — — — — 
MGTF Holdco, LLC (2) (3) (6)
Equity/Other— — — — — — — 
MGTF Radio Company, LLC (2) (6)
Senior Secured First Lien Debt4,006 42,567 29 (4,324)1,739 40,015 
ORG GC Holdings, LLC (2) (6)
Senior Secured First Lien Debt743 8,343 739 — — — 9,082 
ORG GC Holdings, LLC (2) (6)
Senior Secured Second Lien Debt672 3,439 670 — — (241)3,868 
ORG GC Holdings, LLC (2) (3) (6)
Equity/Other— 212 — — — (212)— 
ORG GC Holdings, LLC (2) (3) (6)
Equity/Other— — — — — — — 
Park Ave RE Holdings, LLC (2) (5) (6)
Equity/Other— 4,461 — (8,461)6,838 (2,838)— 
Park Ave RE Holdings, LLC (2) (5) (6)
Subordinated Debt31 1,537 — (1,537)— — — 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt894 — 15,086 — — — 15,086 
Post Road Equipment Finance, LLC (2)(4)(6)
Equity/Other7,159 81,693 — 94 — (95)81,692 
Post Road Equipment Finance, LLC (2) (6)
Subordinated Debt3,882 37,964 19 — — 117 38,100 
Siena Capital Finance, LLC (2) (6) (8)
Subordinated Debt8,906 75,000 16,000 (14,000)— — 77,000 
Siena Capital Finance, LLC (2) (6) (8)
Equity/Other9,988 65,609 — — — 11,701 77,310 
WPNT, LLC (2) (3) (6)
Equity/Other— — — — — — — 
  Total Control Investments$80,406 $657,414 $40,886 $(30,055)$6,842 $(9,172)$665,915 
Affiliate Investments
Answers Corp. (3) (5) (6)
Equity/Other$— $145 $— $(499)$(10,144)$10,498 $— 
CDS U.S. Intermediate Holdings, Inc. (5)
Senior Secured First Lien Debt412 5,565 13 (5,543)16 (51)— 
CDS U.S. Intermediate Holdings, Inc. (5)
Senior Secured Second Lien Debt1,004 10,262 568 (10,555)(284)— 
CDS U.S. Intermediate Holdings, Inc. (3)
Equity/Other— 5,442 — — — (721)4,721 
CDS U.S. Intermediate Holdings, Inc. (3)
Equity/Other— 2,884 — — — (1,573)1,311 
First Eagle Greenway Fund II, LLC (3)
Equity/Other— 464 — (72)— (32)360 
Foresight Energy Operating, LLC (3) (6)
Equity/Other— 3,965 — — — (446)3,519 
Foresight Energy Operating, LLC (6)
Senior Secured First Lien Debt113 1,102 — (14)— (11)1,077 
Internap Corp (3) (6)
Equity/Other— 1,552 — (1,552)— — — 
Internap Corp. (6)
Senior Secured First Lien Debt— 5,475 — (5,475)— — — 
81

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

Portfolio Company (1)
Type of AssetAmount of dividends and interest included in incomeBeginning Fair Value at December 31, 2021
Gross additions*
Gross reductions**
Realized Gain/(Loss)
Change in Unrealized Gain (Loss) (7)
Fair Value at December 31, 2022
Jakks Pacific, Inc. (3) (5)
Equity/Other$(6)$2,412 $— $(5,423)$3,037 $(26)$— 
Jakks Pacific, Inc. (6)
Equity/Other— 785 28 (813)— — — 
MCS Acquisition Corp. (3) (6)
Equity/Other— — 357 — — — 357 
MCS Acquisition Corp. (3) (6)
Equity/Other— — 2,431 — — (1,684)747 
MCS Acquisition Corp. (6)
Senior Secured First Lien Debt63 — 780 (8)— — 772 
NewStar Arlington Senior Loan Program, LLC 14-1A FR (6)
Collateralized Securities638 4,575 17 — — (427)4,165 
NewStar Arlington Senior Loan Program, LLC 14-1A SUB (6)
Collateralized Securities2,826 17,114 — (3,508)— (3,328)10,278 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA F (6)
Collateralized Securities1,089 8,237 319 — — 293 8,849 
Newstar Fairfield Fund CLO, Ltd. 2015-1RA SUB (6)
Collateralized Securities— — — — — — — 
PennantPark Credit Opportunities Fund II, LP (3)
Equity/Other— 4,953 — (3,110)— (681)1,162 
Tap Rock Resources, LLC (6)
Equity/Other557 8,742 — (8,641)2,152 (1,657)596 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— 464 — — — (278)186 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— 3,678 — — — 586 4,264 
Tax Defense Network, LLC (6)
Senior Secured First Lien Debt— 2,616 — — — (1,568)1,048 
Tax Defense Network, LLC (3) (6)
Equity/Other— — — — — — — 
Tax Defense Network, LLC (3) (6)
Equity/Other— — — — — — — 
Team Waste, LLC (5) (6)
Equity/Other— 3,073 — (3,073)504 (504)— 
Tennenbaum Waterman Fund, LPEquity/Other611 9,764 — — — (1,065)8,699 
Vantage Mobility International, LLC (6)
Senior Secured First Lien Debt251 — — — (251)— 
Vantage Mobility International, LLC (6)
Senior Secured First Lien Debt244 — — — (244)— 
Vantage Mobility International, LLC (6)
Senior Secured Second Lien Debt17 — — — (17)— 
Vantage Mobility International, LLC (6)
Senior Secured Second Lien Debt— — — — — — — 
Vantage Mobility International, LLC (3) (6)
Equity/Other— — — — — — — 
Vantage Mobility International, LLC (3) (6)
Equity/Other— — — — — — — 
Vantage Mobility International, LLC (3) (6)
Equity/Other— — — — — — — 
Whitehorse, Ltd. 2014-1A E (6)
Collateralized Securities568 7,171 176 — — (351)6,996 
Whitehorse, Ltd. 2014-1A Side Letter (6)
Collateralized Securities— — — — — — — 
Whitehorse, Ltd. 2014-1A SUB (6)
Collateralized Securities— — — — — — — 
Total Affiliate Investments$7,892 $110,952 $4,689 $(48,286)$(4,719)$(3,529)$59,107 
Total Control & Affiliate Investments$88,298 $768,366 $45,575 $(78,341)$2,123 $(12,701)$725,022 

_____________________________________________________
82

FRANKLIN BSP LENDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
For the period ended June 30, 2023
(Unaudited)

*    Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.
**    Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.
(1)The principal amount and ownership detail are shown in the Consolidated Schedules of Investments.
(2)This investment was not deemed significant under Regulation S-X as of December 31, 2022.
(3)Investment is non-income producing at December 31, 2022.
(4)FBLC and CCLF are the members of SLF, a joint venture formed as a Delaware limited liability company that is not consolidated by either member for financial reporting purposes. The members make investments in SLF in the form of LLC equity interests as SLF makes investments, and all portfolio and other material decisions regarding SLF must be submitted to SLF’s board of directors which is comprised of an equal number of members appointed by each of FBLC and CCLF. Because management of SLF is shared equally between us and CCLF, we do not believe we control SLF for purposes of the 1940 Act or otherwise.
(5)Investment no longer held as of December 31, 2022.
(6)The fair value of investments with respect to securities for which market quotations are not readily available is determined in good faith by the Company's Board of Directors as required by the 1940 Act. Such investments are valued using significant unobservable inputs (See Note 3 to the consolidated financial statements).
(7)Gross of net change in deferred taxes in the amount of $(1.7) million.
(8)The Company's investment falls under the definition of a significant subsidiary, as it exceeded the threshold of at least one of the tests under Rule 3-09. Audited financial statements, as required under Rule 3-09, are attached to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Dividends and interest for the year ended December 31, 2022 attributable to Controlled and Affiliated investments no longer held as of December 31, 2022 were $1.5 million.
Realized loss for the year ended December 31, 2022 attributable to Controlled and Affiliated investments no longer held as of December 31, 2022 was $0.0 million.
Change in unrealized gain for the year ended December 31, 2022 attributable to Controlled and Affiliated investments no longer held as of December 31, 2022 was $7.1 million.
Note 17 – Subsequent Events
The Company has evaluated subsequent events through the filing of this Form 10-Q and has determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the consolidated financial statements.
83


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Franklin BSP Lending Corporation (the "Company," "FBLC," "we," or "our") and the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q. We are externally managed by our adviser, Franklin BSP Lending Adviser, L.L.C. (the Adviser).
Forward Looking Statements
This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies, or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions.
Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors previously disclosed in our U.S. Securities and Exchange Commission (“SEC”) reports and those identified elsewhere in this report, including the “Risk Factors” section, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
our future operating results;
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of rising interest rates and a potential global recession;
the impact of geopolitical conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine;
the impact that the discontinuation of LIBOR and the transition to new reference rates could have on the value of our LIBOR-indexed portfolio investments and the cost of borrowing under our credit facilities;
the impact of the investments that we expect to make;
the ability of our portfolio companies to achieve their objectives;
our contractual arrangements and relationships with third parties;
our expected financings and investments;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our portfolio companies;
our repurchase of shares;
actual and potential conflicts of interest with our Adviser and its affiliates;
the dependence of our future success on the general economy and its effect on the industries in which we invest;
the ability to qualify and maintain our qualifications as a regulated investment company (“RIC”) and a business development company (“BDC”);
the timing, form, and amount of any distributions;
the impact of fluctuations in interest rates on our business;
the valuation of any investments in portfolio companies, particularly those having no liquid trading market;
the impact of changes to generally accepted accounting principles, and the impact to FBLC; and
the impact of changes to tax legislation and, generally, our tax position.
Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” and elsewhere in this Quarterly Report.    

84



Overview
We are an externally managed, non-diversified closed-end management investment company incorporated in Maryland in May 2010 that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (“the 1940 Act”). In addition, we have elected to be treated for tax purposes as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Our investment activities are managed by the Adviser, a subsidiary of Benefit Street Partners L.L.C. (“BSP”) and supervised by our Board of Directors, a majority of whom are independent of the Adviser and its affiliates. As a BDC, we are required to comply with certain regulatory requirements.
Our investment objective is to generate both current income and to a lesser extent long-term capital appreciation through debt and equity investments. We invest primarily in senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans, and equity of predominantly private U.S. middle market companies. We define middle market companies as those with EBITDA of between $25 million and $100 million annually, although we may invest in larger or smaller companies. We may also purchase interests in loans or corporate bonds through secondary market transactions. We expect that each investment generally will range between approximately 0.5% and 3.0% of our total assets. As of June 30, 2023, 76.8% of our portfolio was invested in senior secured loans.
Senior secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in priority of payments and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property, and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured. We may also invest in the equity and junior debt tranches of collateralized loan obligation investment vehicles (“Collateralized Securities” or “CLO's”). Effective April 1, 2022, we have elected to not invest, directly or indirectly, in coal-related companies, or invest in portfolio companies primarily engaged in directly investing in the exploration for, or the production of, coal at the discretion of the Adviser; provided, however, we shall be considered in compliance with this investment restriction if, from this date forward, we do not invest in any portfolio company that has a Global Industry Classification Standard designation of "coal and consumable fuels."
Financial and Operating Highlights
(Dollars in millions, except per share amounts)
At June 30, 2023:
Investment Portfolio$2,905.7 
Net assets1,681.5 
Debt (net of deferred financing costs)1,246.3 
Net asset value per share7.26 
Portfolio Activity for the Six Months Ended June 30, 2023:
Purchases during the period148.8 
Sales, repayments, and other exits during the period110.2 
Number of portfolio companies at end of period146 
Operating results for the Six Months Ended June 30, 2023:
Net investment income per share0.35 
Distributions declared per share0.30 
Net increase in net assets resulting from operations per share0.27 
Net investment income80.4 
Net realized and unrealized loss, net of change in deferred taxes(17.8)
Net increase in net assets resulting from operations62.6 
Portfolio and Investment Activity
During the six months ended June 30, 2023, we made $148.8 million of investments in new and existing portfolio companies and had $110.2 million in aggregate amount of sales and repayments, resulting in a net increase in investments of $38.6 million for the period. The total portfolio of debt investments at fair value consisted of 93.9% bearing variable interest rates and 6.1% bearing fixed interest rates.
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Our portfolio composition, based on fair value at June 30, 2023 was as follows:
 June 30, 2023
 
Percentage of
Total Portfolio (4)
Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt69.9 %11.9 %
Senior Secured Second Lien Debt6.9 %13.7 %
Subordinated Debt4.7 %12.7 %
Debt Subtotal 81.5 %12.1 %
Collateralized Securities (2)
0.9 %16.5 %
Equity/Other (3)
7.1 %13.1 %
FBLC Senior Loan Fund, LLC (3)
10.5 %9.0 %
Total100.0 %11.9 %
______________
(1) Includes the effect of the amortization or accretion of loan premiums or discounts.
(2) Weighted average current yield for Collateralized Securities is based on the estimation of effective yield to expected maturity for each security as calculated in accordance with Accounting Standards Codification ("ASC") Topic 325-40-35, Beneficial Interests in Securitized Financial Assets (see Note 2 - Summary of Significant Accounting Policies).
(3) Weighted average current yield for Equity/Other may be based on actual or annualized income, where applicable.
(4) As of June 30, 2023, FBLC Senior Loan Fund, LLC's holdings consisted of 91.3% senior secured debt, of which 88.6% represented senior secured first lien debt. As of June 30, 2023, we held investments in Siena Capital Finance, LLC ("Siena") consisting of subordinated debt and equity, which represented 2.6% and 2.7% of our total portfolio, respectively. As of June 30, 2023, we held investments in Post Road Equipment Finance, LLC ("Post Road") consisting of subordinated debt and equity, which represented 2.2% and 2.8% of our portfolio, respectively. The respective businesses of Siena and Post Road primarily involve making senior secured asset-based loans to middle market companies and equipment finance transactions secured by mission-critical equipment of middle market companies, respectively. If the underlying investments of FBLC Senior Loan Fund described above were held by us and we were to treat the investments in Siena and Post Road as senior secured first lien investments, given the underlying businesses of those portfolio companies, then our portfolio composition as of June 30, 2023 would be as follows:
 June 30, 2023
 Percentage of
Total Portfolio
Senior Secured First Lien Debt89.3 %
Senior Secured Second Lien Debt6.6 
Senior Secured - Subtotal95.9 %
Collateralized Securities2.6 
Equity/Other1.5 
Total100.0 %
During the year ended December 31, 2022, we made $510.0 million of investments in new and existing portfolio companies and had $396.0 million in aggregate amount of sales and repayments, resulting in net investments of $114.0 million for the period. The total portfolio of debt investments at fair value consisted of 93.5% bearing variable interest rates and 6.5% bearing fixed interest rates.
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Our portfolio composition, based on fair value at December 31, 2022 was as follows:
 December 31, 2022
 
Percentage of
Total Portfolio (4)
Weighted Average Current Yield for Total Portfolio (1)
Senior Secured First Lien Debt69.4 %11.0 %
Senior Secured Second Lien Debt7.1 12.9 
Subordinated Debt4.7 12.9 
Debt Subtotal 81.2 %11.3 %
Collateralized Securities (2)
1.1 17.2 
Equity/Other (3)
7.1 18.1 
FBLC Senior Loan Fund, LLC (3)
10.6 9.0 
Total100.0 %11.6 %
______________
(1) Includes the effect of the amortization or accretion of loan premiums or discounts.
(2) Weighted average current yield for Collateralized Securities is based on the estimation of effective yield to expected maturity for each security as calculated in accordance with Accounting Standards Codification ("ASC") Topic 325-40-35, Beneficial Interests in Securitized Financial Assets (see Note 2 - Summary of Significant Accounting Policies).
(3) Weighted average current yield for Equity/Other may be based on actual or annualized income, where applicable.
(4) As of December 31, 2022, FBLC Senior Loan Fund, LLC's holdings consisted of 91.2% senior secured debt, of which 88.1% represented senior secured first lien debt. As of December 31, 2022, we held investments in Siena Capital Finance, LLC ("Siena") consisting of subordinated debt and equity, which represented 2.7% and 2.7% of our total portfolio, respectively. As of December 31, 2022, we held investments in Post Road Equipment Finance, LLC ("Post Road") consisting of subordinated debt and equity, which represented 1.9% and 2.8% of our total portfolio, respectively. The respective businesses of Siena and Post Road primarily involve making senior secured asset-based loans to middle market companies and equipment finance transactions secured by mission-critical equipment of middle market companies, respectively. If the underlying investments of FBLC Senior Loan Fund described above were held by us and we were to treat the investments in Siena and Post Road as senior secured first lien investments, given the underlying businesses of those portfolio companies, then our portfolio composition as of December 31, 2022 would be as follows:
 December 31, 2022
 Percentage of
Total Portfolio
Senior Secured First Lien Debt88.7 %
Senior Secured Second Lien Debt6.9 
Senior Secured - Subtotal95.6 %
Subordinated Debt0.1 
Debt Subtotal95.7 %
Collateralized Securities2.8 
Equity/Other1.5 
Total100.0 %
Portfolio Asset Quality
Our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all debt investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.
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 Loan RatingSummary Description
1  Debt investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since the time of investment are favorable.
2  Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. All investments are initially rated a “2”.
3  Performing debt investment requiring closer monitoring. Trends and risk factors show some deterioration.
4  Underperforming debt investment. Some loss of interest or dividend expected, but still expecting a positive return on investment. Trends and risk factors are negative.
5  Underperforming debt investment with expected loss of interest and some principal.
The weighted average risk rating of our investments based on fair value was 2.2 and 2.2 as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, we had six portfolio companies on non-accrual with a total amortized cost of $52.2 million and fair value of $12.0 million, which represented 1.8% and 0.4% of the investment portfolio's total amortized cost and fair value, respectively. As of December 31, 2022, we had five portfolio companies on non-accrual with a total amortized cost of $44.6 million and fair value of $8.2 million, which represented 1.5%, and 0.3% of the investment portfolio's total amortized cost and fair value, respectively. Refer to Note 2 - Summary of Significant Accounting Policies - in our consolidated financial statements included in this report for additional details regarding our non-accrual policy.
FBLC Senior Loan Fund, LLC
On January 20, 2021, FBLC and Cliffwater Corporate Lending Fund (“CCLF”) formed a joint venture, FBLC Senior Loan Fund, LLC (the “SLF”), that invests primarily in senior secured loans, and to a lesser extent may invest in mezzanine loans, unsecured loans and equity of predominantly private U.S. middle market companies. SLF was formed as a Delaware limited liability company and is not consolidated by FBLC for financial reporting purposes. FBLC provides capital to SLF in the form of LLC equity interests. At formation, FBLC and CCLF owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. For both the quarter and year ended, June 30, 2023 and December 31, 2022, FBLC and CCLF owned 79.8% and 20.2%, respectively, of the LLC equity interests of SLF. Profit and loss are allocated based on each members' ownership percentage of the joint venture's net asset value. SLF has an Administrative and Loan Services Agreement with BSP, an affiliate of the Company, pursuant to which BSP provides certain operational and valuation services for SLF's investments; as well as certain agreements with third-party service providers. FBLC and CCLF each appoint two members to SLF's four-person board of members. All material decisions with respect to SLF, including those involving its investment portfolio, require unanimous approval of a quorum of the board of members. Quorum is defined as (i) the presence of two members of the board of members; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of members; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of members; provided that two individuals are present that were elected, designated or appointed by each member.
As part of the initial contribution to SLF, FBLC contributed $751.8 million of assets including $664.2 million of investments and $42.4 million of cash as well as $446.9 million worth of liabilities including the Citi Credit Facility (as defined in Note 5) debt of $344.4 million in exchange for $304.9 million of equity in SLF. As of June 30, 2023 and December 31, 2022, FBLC’s investment in SLF consisted of equity contributions of $304.9 million.
Below is a summary of SLF’s portfolio as of June 30, 2023 and December 31, 2022. A listing of the individual investments in SLF’s portfolio as of such dates can be found in “Note 3 – Fair Value of Investments” in the notes to the accompanying consolidated financial statements (dollars in thousands):

 June 30, 2023December 31, 2022
(Unaudited)
Total assets$974,427 $965,671 
Total investments (1)
$882,284 $855,705 
Weighted Average Current Yield for Total Portfolio (2)
10.8 %10.2 %
Number of Portfolio companies in SLF164 163 
Largest portfolio company investment (1)
$19,553 $19,381 
Total of five largest portfolio company investments (1)
$87,135 $86,158 
_____________________
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(1) At fair value
(2) Includes the effect of the amortization or accretion of loan premiums or discounts.
Below is certain summarized financial information for SLF as of June 30, 2023 and December 31, 2022 and for the periods ended June 30, 2023 and June 30, 2022 (dollars in thousands):
Selected Statements of Assets and Liabilities InformationJune 30,December 31,
20232022
(Unaudited)
ASSETS 
Investments, at fair value (amortized cost of $931,623 and $923,304, respectively)
$882,284 $855,705 
Cash and other assets92,143 109,966 
Total assets$974,427 $965,671 
LIABILITIES 
Revolving credit facilities (net of deferred financing costs of $1,821 and $1,483, respectively)
$541,179 $549,067 
Secured borrowings58,381 60,899 
Other liabilities22,320 20,264 
Total liabilities$621,880 $630,230 
MEMBERS' CAPITAL
Total members' capital$352,547 $335,441 
Total liabilities and members' capital$974,427 $965,671 


Selected Statements of Operations Information For the three months ended June 30,For the six months ended June 30,
2023202220232022
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
Investment income:
Total investment income$24,307 $15,747 $46,879 $30,176 
Operating expenses:
Interest and credit facility financing expenses10,480 3,910 20,235 7,278 
Other expenses571 708 1,147 1,342 
Total expenses11,051 4,618 21,382 8,620 
Net investment income 13,256 11,129 25,497 21,556 
Realized and unrealized gain (loss) on investments and extinguishment of debt:
Net realized and unrealized gain (loss) on investments and extinguishment of debt4,186 (56,584)8,724 (69,833)
Net increase (decrease) in members' capital resulting from operations$17,442 $(45,455)$34,221 $(48,277)


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RESULTS OF OPERATIONS
Operating results for the three and six months ended June 30, 2023 and 2022 were as follows (dollars in thousands):
 For the three months ended June 30,For the six months ended June 30,
 2023202220232022
Total investment income$90,217 $63,417 $173,507 $127,193 
Total expenses47,614 34,169 91,822 66,940 
Income tax expense, including excise tax568 752 1,307 2,731 
Net investment income$42,035 $28,496 $80,378 $57,522 
Investment Income
For the three and six months ended June 30, 2023, total investment income was $90.2 million and $173.5 million, respectively, and was primarily attributable to interest income from investments in portfolio companies with an average portfolio fair value of $2.9 billion and a weighted average current yield of 11.9%. Included within total investment income was $2.7 million and $3.8 million, respectively, of fee income for the three and six months ended June 30, 2023. Fee income consists primarily of prepayment and amendment fees. For the three and six months ended June 30, 2022 total investment income was $63.4 million and $127.2 million, respectively, and was primarily attributable to interest income from investments in portfolio companies with an average portfolio fair value of $2.8 billion and a weighted average current yield of 9.4%. Included within total investment income was $2.1 million and $4.1 million, respectively, of fee income for the three and six months ended June 30, 2022. Fee income consists primarily of prepayment and amendment fees.
Operating Expenses
The composition of our operating expenses for the three and six months ended June 30, 2023 and 2022 was as follows (dollars in thousands):
For the three months ended June 30,For the six months ended June 30,
2023202220232022
Management fees$11,264 $10,494 $22,326 $20,997 
Incentive fee on income10,508 7,124 20,094 14,380 
Interest and debt fees21,508 13,393 41,628 25,677 
Professional fees2,442 1,126 3,708 1,979 
Other general and administrative1,304 1,602 3,032 3,009 
Administrative services208 198 406 393 
Directors' fees380 232 628 505 
Total operating expenses$47,614 $34,169 $91,822 $66,940 
For the three and six months ended June 30, 2023, we incurred management fees of $11.3 million and $22.3 million, respectively. For the three and six months ended June 30, 2023, we incurred incentive fees on income of $10.5 million and $20.1 million, respectively. For the three and six months ended June 30, 2022, we incurred management fees of $10.5 million and $21.0 million, respectively. For the three and six months ended June 30, 2022, we incurred incentive fees on income of $7.1 million and $14.4 million.
For the three and six months ended June 30, 2023, we incurred interest and debt fees of $21.5 million and $41.6 million, respectively. For the three and six months ended June 30, 2022, we incurred interest and debt fees of $13.4 million and $25.7 million, respectively. Interest and debt fees are comprised of interest expense, non-usage fees, trustee fees, amortization of deferred financing costs, and amortization of discount if applicable related to our revolving credit facilities and unsecured notes, each as defined herein in the section entitled "Borrowings". The increase in interest and debt fees for the three and six months ended June 30, 2023 as compared to the same periods in 2022 is primarily the result of higher interest rates.
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Net Realized Gain (Loss) and Net Change in Unrealized Appreciation (Depreciation) on Investments, Foreign Currency Transactions, and Forward Currency Exchange Contracts
Net realized gain (loss) and net change in unrealized appreciation (depreciation) on investments and foreign currency transactions, net of change in deferred taxes for the three and six months ended June 30, 2023 and 2022 were as follows (dollars in thousands):
 For the three months ended June 30,For the six months ended June 30,
 2023202220232022
Net realized gain (loss)
   Control investments$$6,840 $$6,841 
   Affiliate investments816 392 816 504 
   Non-Affiliate investments647 (1,253)(1,355)3,654 
   Net realized gain (loss) on foreign currency transactions(2)308 (2)501 
Net realized loss on extinguishment of debt— — — (1,769)
Total net realized gain (loss)1,461 6,287 (535)9,731 
Net change in unrealized appreciation (depreciation) on investments
   Control investments(4,009)(12,179)(5,853)(2,656)
   Affiliate investments(298)(5,564)1,579 (4,520)
   Non-Affiliate investments(9,578)(5,100)(12,902)(12,900)
Net change in deferred taxes30 (107)(39)122 
Total net change in unrealized appreciation (depreciation) on investments, net of change in deferred taxes(13,855)(22,950)(17,215)(19,954)
Net change in unrealized appreciation (depreciation) from forward currency exchange contracts— 214 — (325)
Net realized and unrealized gain (loss)$(12,394)$(16,449)$(17,750)$(10,548)
Net realized and unrealized gains (losses) on investments and foreign currency transactions, net of change in deferred taxes, resulted in net losses of $12.4 million and $17.8 million, respectively, for the three and six months ended June 30, 2023 compared to a net loss of $16.4 million and $10.5 million, respectively, for the same periods in 2022. We look at net realized gain (loss) and change in unrealized appreciation (depreciation) together, as movement in unrealized appreciation or depreciation can be the result of realizations.
The net realized and unrealized loss for the three months ended June 30, 2023 was primarily driven by unrealized losses on Senior Secured Investments and Equity Investments. The net realized and unrealized loss for the six months ended June 30, 2023 was primarily driven by unrealized losses on Senior Secured Investments.
The net realized and unrealized loss for the three months ended June 30, 2022 was primarily driven by unrealized losses on Equity Investments and Collateralized Securities.The net realized and unrealized loss for the six months ended June 30, 2022 was primarily driven by unrealized losses on Equity Investments and Collateralized Securities.
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Changes in Net Assets from Operations
For the three and six months ended June 30, 2023, we recorded a net increase in net assets resulting from operations of $29.6 million and $62.6 million, respectively, versus a net increase in net assets resulting from operations of $12.0 million and $47.0 million, respectively, for the three and six months ended June 30, 2022. The increase from prior year is primarily driven by an increase net investment income as well as a decrease in unrealized losses on investments. Based on the weighted average shares of common stock outstanding for the three and six months ended June 30, 2023 and 2022, respectively, our per share net increase in net assets resulting from operations was $0.13 and $0.27, respectively, for the three and six months ended June 30, 2023, versus a net increase in net assets of $0.06 and $0.23, respectively, for the three and six months ended June 30, 2022.
Cash Flows
For the six months ended June 30, 2023, net cash provided by operating activities was $31.2 million. This was primarily driven by sales and repayments of investments of $110.2 million and net change in unrealized depreciation of $17.2 million, offset by purchases of investments of $148.8 million. The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions and sales of portfolio investments.
Net cash used in financing activities of $26.2 million during the six months ended June 30, 2023 was primarily driven by payments on debt of $146.0 million, stockholder distributions of $55.0 million and repurchases of common stock of $27.4 million, partially offset by proceeds from issuance of shares of $36.3 million and proceeds from debt of $165.8 million.
For the six months ended June 30, 2022, net cash provided by operating activities was $49.9 million. The level of cash flows provided by operating activities is affected by the timing of purchases, redemptions, and sales of portfolio investments. The increase in cash flows provided by operating activities for the six months ended June 30, 2022 was primarily a result of sales and repayments of investments of $216.8 million and a decrease in receivable for unsettled trades of $24.2 million, offset by purchases of investments of $194.1 million.
Net cash used in financing activities of $76.8 million during the six months ended June 30, 2022 related to payments on debt of $211.5 million, stockholder distributions of $46.2 million and repurchases of common stock of $27.4 million, partially offset by proceeds from debt of $129.0 million.
Recent Developments
We have evaluated subsequent events through the filing of this Form 10-Q and have determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.
Liquidity and Capital Resources
We generate cash flows from fees, interest, and dividends earned from our investments, as well as proceeds from sales of our investments and, previously, from the net proceeds of our Offering. As of June 30, 2023, we had issued 269.4 million shares of our common stock for gross proceeds of $2.6 billion, including the shares purchased by affiliates and shares issued pursuant to the DRIP. As of June 30, 2023, we had $400.0 million of senior unsecured notes outstanding. As of June 30, 2022, we had issued 244.8 million shares of our common stock for gross proceeds of $2.5 billion, including the shares purchased by affiliates and shares issued pursuant to the DRIP. As of June 30, 2022, we had $610.0 million of senior unsecured notes outstanding.
Our principal demands for funds in both the short-term and long-term are for portfolio investments, for the payment of operating expenses, distributions to our investors, repurchases under our share repurchase program, and for the payment of principal and interest on our outstanding indebtedness. We may also from time to time enter into other agreements with third parties whereby third parties will contribute to specific investment opportunities. Other potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from private offerings, proceeds from the sale of investments, and undistributed funds from operations. However, our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets, and borrowing restrictions that may be imposed by lenders.
We intend to conduct annual tender offers pursuant to our share repurchase program. Our Board of Directors will consider the following factors, among others, in making its determination regarding whether to cause us to offer to repurchase shares and under what terms:
the effect of such repurchases on our qualification as a RIC (including the consequences of any necessary asset sales);
the liquidity of our assets (including fees and costs associated with disposing of assets);
our investment plans and working capital requirements;
the relative economies of scale with respect to our size;
our history in repurchasing shares or portions thereof; and
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the condition of the securities markets.
We intend to conduct tender offers on an annual basis. We intend to continue to limit the number of shares to be repurchased in any calendar year to the lesser of (i) 10% of the weighted average number of shares outstanding in the prior calendar year or (ii) the number of shares of common stock the Company is able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during the relevant redemption period. In addition, in the event of a stockholder’s death or disability, any repurchases of shares made in connection with a stockholder’s death or disability may be included within the overall limitation imposed on tender offers during the relevant redemption period, which provides that we may limit the number of shares to be repurchased during any redemption period to the number of shares of common stock we are able to repurchase with the proceeds received from the sale of shares of common stock under the DRIP during such redemption period.
Distributions
The amount of each such distribution is subject to the discretion of the Board of Directors and applicable legal restrictions related to the payment of distributions. The Company calculates each stockholder’s specific distribution amount for the quarter using record and declaration dates. The distributions are payable by the fifth day following each record date.

The table below shows the components of the distributions we have declared and/or paid during the six months ended June 30, 2023 and 2022 (dollars in thousands).
 For the six months ended June 30,
 20232022
Distributions declared$69,108 $61,263 
Distributions paid$68,602 $59,855 
Portion of distributions paid in cash$54,960 $46,225 
Portion of distributions paid in DRIP shares$13,642 $13,630 
As of June 30, 2023, we had $27.8 million of distributions accrued and unpaid. As of December 31, 2022, we had $27.3 million of distributions accrued and unpaid.
We may fund our cash distributions to stockholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gain proceeds from the sale of assets, and non-capital gain proceeds from the sale of assets. We have not established limits on the amount of funds we may use from available sources to make distributions. We may have distributions which could be characterized as a return of capital for tax purposes. During the six months ended June 30, 2023 and 2022, no portion of our distributions was characterized as return of capital for tax purposes. The estimated tax characteristics of our quarterly distributions are reported in our periodic reports with the SEC made available to stockholders. The final tax characteristics of our distributions made in respect of our anticipated fiscal year ending December 31, 2023 will be reported after the end of the calendar year 2023 in our periodic reports with the SEC made available to stockholders. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gain. Moreover, you should understand that any such distributions were not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or our Adviser continues to make such reimbursements. There can be no assurance that we will achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at all.
The following table sets forth the distributions declared during the six months ended June 30, 2023 and 2022 (dollars in thousands):
 For the six months ended June 30,
 20232022
Distributions$69,108 $61,263 
Total distributions$69,108 $61,263 
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Private Placement of Shares
On April 1, 2022, April 12, 2022 and May 13, 2022, we entered into stock purchase agreements with certain investors (collectively, the “Purchase Agreements”) and associated subscription agreements (collectively, the “Subscription Agreements”), totaling $234.8 million, for the sale of our common stock at the net asset value of each drawdown date. Investors are required to make capital contributions to purchase our common stock each time we deliver a drawdown notice in an aggregate amount not to exceed 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 per-share price as determined by our Board, which price will be determined prior to the issuance of our common stock and in accordance with the limitations under Section 23 of the 1940 Act. As of June 30, 2023, we have fully called $234.8 million of capital commitments.
In connection with the Purchase Agreements, the Adviser has sold and will sell additional shares of the Company to such investors at a discounted price or contribute other consideration in connection with each drawdown. The Company is not obligated to reimburse the Adviser for the shares that were sold at a discounted price or the other consideration that was provided by the Adviser.
Taxation as a RIC
We have elected to be treated as a RIC under Subchapter M of the Code commencing with our tax year ended December 31, 2011 and intend to maintain our qualification as a RIC thereafter. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid, or the annual distribution requirement. Even if we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to state, local, and foreign taxes.
Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders. In addition, we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC. We cannot assure stockholders that they will receive any distributions.
Related Party Transactions and Agreements
Investment Advisory Agreement
We entered into an Investment Advisory Agreement as of February 1, 2019, under which the Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to us. The Adviser and its affiliates also provide investment advisory services to other funds that have investment mandates that are similar, in whole and in part, with ours. The Adviser and its affiliates serve as investment adviser or sub-adviser to private funds and registered open-end funds, and serves as an investment adviser to a public real estate investment trust. The Adviser’s policies are designed to manage and mitigate the conflicts of interest associated with the allocation of investment opportunities. In addition, any affiliated fund currently formed or formed in the future and managed by the Adviser or its affiliates may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. However, in certain instances due to regulatory, tax, investment, or other restrictions, certain investment opportunities may not be appropriate for either us or other funds managed by the Adviser or its affiliates. The Board renewed the Investment Advisory Agreement on January 30, 2023.
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Administration Agreement
On November 1, 2016, we entered into the Administration Agreement with BSP, pursuant to which BSP provides us with office facilities and administrative services. The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. For the three and six months ended June 30, 2023, the Company incurred $0.4 million and $0.8 million, respectively, in administrative service fees under the Administration Agreement. For the three and six months ended June 30, 2022, the Company incurred $0.4 million and $0.8 million, respectively, in administrative service fees under the Administration Agreement. Administrative service fees are included within other general and administrative expenses on the Consolidated Statements of Operations.
Co-Investment Relief
The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC permitting the BDC to do so. The SEC staff has granted us exemptive relief that allows it to enter into certain negotiated co-investment transactions alongside other funds managed by the Adviser or its affiliates (“Affiliated Funds”) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.
Borrowings
We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 200% after such borrowing, with certain limited exceptions. We are continually exploring additional forms of alternative debt financing which could include new or expanded credit facilities or the issuance of debt securities. We may use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our stockholders by reducing our overall cost of capital. We currently have credit facilities with Wells Fargo and JPM and have $400.0 million in aggregate principal of unsecured notes outstanding.
Wells Fargo Credit Facility
On August 28, 2020, the Company entered into a $300.0 million revolving credit facility with the Company, as collateral manager, Funding I, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank, as collateral agent and collateral custodian (the “Wells Fargo Credit Facility”).
The Wells Fargo Credit Facility provides for borrowings through August 28, 2023, and any amounts borrowed under the Wells Fargo Credit Facility will mature on August 28, 2025. Prior to the Second Amendment (defined below), the Wells Fargo Credit Facility was priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the Wells Fargo Credit Facility have not been borrowed. The non-usage fee per annum is 0.50% for the first 25% of the unused balance and up to 2.0% for the remaining unused balance. Funding I paid a structuring fee and incurred other customary costs and expenses in connection with the Wells Fargo Credit Facility. Pursuant to an amendment entered into on April 6, 2021, the commitment fee for any unused portion of the Wells Fargo Credit Facility was temporarily reduced until September 30, 2021 (the "First Amendment"). Additionally, pursuant to the First Amendment, the maximum spread was reduced from 2.75% to 2.50% as a result of this amendment. The other terms of the Wells Fargo Credit Facility were unchanged. Pursuant to an amendment entered into on May 27, 2022 (the "Second Amendment"), the benchmark rate was transitioned from LIBOR to SOFR. After the Second Amendment, the Wells Fargo Credit Facility is priced at Daily Simple SOFR, with a Daily Simple SOFR floor of zero, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 2.60% per annum.
Funding I’s obligations under the Wells Fargo Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of investments and the Company’s equity interest in Funding I. The obligations of Funding I under the Wells Fargo Credit Facility are non-recourse to the Company.
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In connection with the Wells Fargo Credit Facility, the Company and Funding I have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The Wells Fargo Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the Wells Fargo Credit Facility may terminate the Company in its capacity as collateral manager/portfolio manager under the Wells Fargo Credit Facility. Upon the occurrence of an event of default under the Wells Fargo Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the Wells Fargo Credit Facility immediately due and payable.
JPM Credit Facility
On August 28, 2020, the Company, through a wholly-owned, consolidated special purpose financing subsidiary, 57th Street, entered into a $300.0 million revolving credit facility with JPMorgan Chase Bank, Nation Association, as administrative agent ("JPM"), and U.S. Bank, as collateral agent, collateral administrator and securities intermediary (the "JPM Credit Facility").
The JPM Credit Facility provides for borrowings through August 28, 2023, and any amounts borrowed under the JPM Credit Facility will mature on August 28, 2023 unless the administrative agent exercises its option to extend the maturity date to August 28, 2024. Prior to the JPM 2022 Amendment (defined below), the JPM Credit Facility was priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. 57th Street will be subject to a non-usage fee to the extent the commitments available under the JPM Credit Facility have not been borrowed. Prior to the JPM 2022 Amendment (defined below), the non-usage fee per annum was 0.50% for the first 20% of the unused balance and up to 2.75% for the remaining unused balance until August 28, 2021, when the non-usage fee per annum was 0.75% for the first 20% of the unused balance and up to 2.75% for the remaining unused balance. 57th Street paid a structuring fee and incurred other customary costs and expenses in connection with the JPM Credit Facility. On January 21, 2021, the Company entered into an amendment (the “JPM Amendment”) to the JPM Credit Facility. The JPM Amendment, among other things, increases the amount that the Company is permitted to borrow under the JPM Credit Agreement from $300.0 million to $400.0 million. On April 12, 2021, the Company, through 57th Street, amended and restated the JPM Credit Facility. The amendment and restatement temporarily reduced the previous minimum funding amount until October 13, 2021. The other material terms of the JPM Credit Facility were unchanged.
On December 9, 2022, the Company entered into an amendment (the "JPM 2022 Amendment") to the JPM Credit Facility. The JPM 2022 Amendment, among other things, (1) extends the maturity date of the JPM Credit Facility to August 28, 2024, (2) extends the maturity date, upon the exercise of the Extension Options (as defined in the JPM Credit Facility), of the JPM Credit Facility to August 28, 2025, and (3) changes the benchmark rate and applicable margin for advances under the JPM Credit Facility to three-month Term SOFR plus 3.00% (subject to further increases consistent with the terms of the JPM Credit Facility). The non-usage fee per annum is 0.75% for the first 20% of the unused balance and up to 3.00% for the remaining unused balance.
57th Street’s obligations under the JPM Credit Facility are secured by a first priority security interest in substantially all of the assets of 57th Street, including its portfolio of investments and the Company’s equity interest in 57th Street. The obligations of 57th Street under the JPM Credit Facility are non-recourse to the Company.
In connection with the JPM Credit Facility, the Company and 57th Street have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The JPM Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the JPM Credit Facility may terminate the Company in its capacity as collateral manager/portfolio manager under the JPM Credit Facility. Upon the occurrence of an event of default under the JPM Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under the JPM Credit Facility immediately due and payable.
JPM Revolver Facility
On June 10, 2022, the Company entered into a $495.0 million revolving credit facility with JPMorgan Chase Bank, as administrative agent and as collateral agent, MUFG Union Bank, N.A., Sumitomo Mitsui Banking Corporation, and Wells Fargo Bank, National Association as syndication agents, as well as other Lender parties (the “JPM Revolver Facility”).
The JPM Revolver Facility provides for borrowings through June 10, 2026, and any amounts borrowed under the JPM Revolver Facility will mature on June 10, 2027. The JPM Revolver Facility is priced at three-month Term SOFR, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 1.98% per annum. Interest is payable quarterly in arrears. The Company will be subject to a non-usage fee of 0.38% to the extent the commitments available under the JPM Revolver Facility have not been borrowed. The Company paid a structuring fee and incurred other customary costs and expenses in connection with the JPM Revolver Facility.
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In connection with the JPM Revolver Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolver Facility contains customary events of default for similar financing transactions. Upon the occurrence and during the continuation of an event of default, JPMorgan Chase Bank, N.A. may declare the outstanding advances and all other obligations under the JPM Revolver Facility immediately due and payable.
Citi Credit Facility
On June 27, 2014, the Company, through a wholly-owned, special purpose financing subsidiary, CB Funding, entered into a credit facility (as amended from time to time, the “Citi Credit Facility”) with Citibank, N.A. ("Citi") as administrative agent and U.S. Bank as collateral agent, account bank, and collateral custodian. From January 1, 2020 to January 20, 2021, the Citi Credit Facility provided for borrowings in an aggregate principal amount of up to $400.0 million on a committed basis, with a reinvestment period ending on May 31, 2021 and maturity date of May 31, 2022. On January 20, 2021, SLF, the Company's joint venture with CCLF entered into an amendment to the Citi Credit Facility (the “Citi Credit Agreement”). The amendment, among other things, (i) replaces the Company with SLF as the collateral manager under the Citi Credit Agreement, (ii) extends the end of the reinvestment period from May 31, 2021 to May 31, 2023 and (iii) extends the final maturity date from May 31, 2022 to May 31, 2024. As a result of this amendment to the Citi Credit Facility, the Company incurred a realized loss on extinguishment of debt of $1.3 million. In connection with the Citi Credit Facility, CB Funding has made certain representations and warranties, is required to comply with various covenants, reporting requirements, and other customary requirements for similar facilities and is subject to certain customary events of default. Upon the occurrence and during the continuation of an event of default, Citi may declare the outstanding advances and all other obligations under the Citi Credit Facility immediately due and payable. During the continuation of an event of default, CB Funding must pay interest at a default rate.
The Citi Credit Facility contains customary default provisions for facilities of this type pursuant to which Citi may terminate the rights, obligations, power, and authority of the Company, in its capacity as servicer of the portfolio assets under the Citi Credit Facility, including, but not limited to, non-performance of Citi Credit Facility obligations, insolvency, defaults of certain financial covenants, and other events with respect to the Company that may be adverse to Citi and the secured parties under the Citi Credit Facility.
The Citi Credit Facility is priced at three-month LIBOR plus a spread of 1.60% per annum through and including the last day of the investment period and 2.00% per annum thereafter. Interest is payable quarterly in arrears. CB Funding is subject to a non-usage fee to the extent the aggregate principal amount available under the Citi Credit Facility has not been borrowed. The non-usage fee per annum is 0.50%. Any amounts borrowed under the Citi Credit Facility along with any accrued and unpaid interest thereunder will mature, and will be due and payable, in three years.
MassMutual Credit Facility
On July 7, 2020, the Company and a wholly-owned, special purpose financing subsidiary of the Company, BDCA Asset Financing, LLC (“BDCA Asset Financing”), entered into a loan and servicing agreement (the “MassMutual Credit Facility”) with Massachusetts Mutual Life Insurance Company (“MassMutual”) as facility servicer and a lender and U.S. Bank National Association as collateral custodian, collateral administrator and administrative agent. The MassMutual Credit Facility provides for borrowings of up to $100.0 million on a committed basis, and, subject to satisfaction of certain conditions, contains an accordion feature whereby the Mass Mutual Credit Facility can be expanded to $150.0 million.
BDCA Asset Financing’s obligations under the MassMutual Credit Facility are secured by a first priority security interest in substantially all of the assets of BDCA Asset Financing, including its portfolio of investments and the Company’s equity interest in BDCA Asset Financing. The obligations of BDCA Asset Financing under the MassMutual Credit Facility are non-recourse to the Company.
The MassMutual Credit Facility provides for borrowings through December 31, 2021 and matures on December 31, 2025. The MassMutual Credit Facility is priced at three-month LIBOR, with a LIBOR floor of 0.75%, plus a spread of 5.0% per annum. Interest is payable quarterly in arrears. BDCA Asset Financing will be subject to a non-usage fee of 0.50% to the extent the aggregate principal amount available under the MassMutual Credit Facility has not been borrowed. BDCA Asset Financing paid a structuring fee and incurred other customary costs and expenses in connection with the MassMutual Credit Facility.
In connection with the MassMutual Credit Facility, the Company and BDCA Asset Financing have made certain representations and warranties and are required to comply with various covenants and other customary requirements. The MassMutual Credit Facility contains customary default provisions pursuant to which MassMutual may terminate the Company in its capacity as portfolio asset servicer of the portfolio assets under the MassMutual Credit Facility. Upon the occurrence of an event of default, MassMutual may declare the outstanding advances and all other obligations under the MassMutual Credit Facility immediately due and payable.
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Effective February 18, 2022, the Company terminated the Mass Mutual Credit Facility. As a result of this termination, the Company incurred a realized loss on extinguishment of debt of $1.8 million.
2022 Notes
On December 14, 2017, the Company entered into a Purchase Agreement relating to the Company's sale of $150.0 million aggregate principal amount of its 4.75% fixed rate notes due December 30, 2022 (the “2022 Notes”). The 2022 Notes were subject to customary indemnification provisions and representations, warranties, and covenants. The net proceeds from the sale of the 2022 Notes were approximately $147.0 million. The 2022 Notes bore interest at a rate of 4.75% per year payable semi-annually. On December 30, 2022, the Company paid off the 2022 Notes.
2023 Notes
On May 11, 2018, the Company entered into a Purchase Agreement relating to the Company's sale of $60.0 million aggregate principal amount of its 5.38% fixed rate notes due May 30, 2023 (the “2023 Notes”). The 2023 Notes were subject to customary indemnification provisions and representations, warranties, and covenants. The net proceeds from the sale of the 2023 Notes were approximately $58.7 million. The 2023 Notes bore interest at a rate of 5.375% per year payable semi-annually. On May 30, 2023, the Company paid off the 2023 Notes.
2024 Notes
On December 3, 2019, the Company entered into a Purchase Agreement relating to the Company's sale of $100.0 million aggregate principal amount of its 4.85% fixed rate notes due December 15, 2024 (the “2024 Notes”). The 2024 Notes are subject to customary indemnification provisions and representations, warranties, and covenants. The net proceeds from the sale of the 2024 Notes were approximately $98.4 million. The 2024 Notes bear interest at a rate of 4.85% per year payable semi-annually.
2026 Notes
On March 24, 2021, the Company entered into a Purchase Agreement relating to the Company's sale of $300.0 million aggregate principal amount of its 3.25% fixed rate notes due March 30, 2026 (the “Restricted 2026 Notes”). The net proceeds from the sale of the Restricted 2026 Notes were approximately $296.0 million. Pursuant to a Registration Statement on Form N-14 (File No. 333-257321), on September 22, 2021, the Company closed an exchange offer in which holders of the Restricted 2026 Notes were offered the opportunity to exchange their Restricted 2026 Notes for new registered notes with substantially identical terms (the "Unrestricted 2026 Notes" and, together with the Restricted 2026 Notes, the 2026 Notes), through which holders representing 99.88% of the outstanding principal of the then Restricted 2026 Notes obtained Unrestricted 2026 Notes. The 2026 Notes are subject to customary indemnification provisions and representations, warranties and covenants. The 2026 Notes bear interest at a rate of 3.25% per year payable semi-annually.
See Note 5 to our consolidated financial statements contained in this Quarterly Report on Form 10-Q for a more detailed discussion of our borrowings.
Contractual Obligations
The following table shows our payment obligations for repayment of debt and other contractual obligations as of June 30, 2023 (dollars in thousands):
  Payment Due by Period
 TotalLess than 1 year1 - 3 years3- 5 yearsMore than 5 years
Wells Fargo Credit Facility (1)
$225,000 $— $225,000 $— $— 
JPM Credit Facility (2)
308,500 — 308,500 — — 
JPM Revolver Facility (3)
323,190 — — 323,190 — 
2026 Notes (4)
297,855 — 297,855 — — 
2024 Notes (5)
99,652 — 99,652 — — 
Total contractual obligations$1,254,197 $— $931,007 $323,190 $— 
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(1)As of June 30, 2023, we had $75.0 million of unused borrowing capacity under the Wells Fargo Credit Facility, subject to borrowing base limits.
(2)As of June 30, 2023, we had $91.5 million of unused borrowing capacity under the JPM Credit Facility, subject to borrowing base limits.
(3)As of June 30, 2023, we had $171.8 million of unused borrowing capacity under the JPM Revolver Facility, subject to borrowing base limits.
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(4)As of June 30, 2023, we had no unused borrowing capacity under the 2026 Notes.
(5)As of June 30, 2023, we had no unused borrowing capacity under the 2024 Notes.
Commitments
In the ordinary course of business, we may enter into future funding commitments. As of June 30, 2023, the Company had unfunded commitments on delayed draw term loans of $86.9 million, unfunded commitments on revolver term loans of $115.3 million, and unfunded commitments on term loans of $0.3 million. As of December 31, 2022, the Company had unfunded commitments on delayed draw term loans of $128.8 million, unfunded commitments on revolver term loans of $121.4 million, unfunded equity capital discretionary commitments of $11.1 million, and unfunded commitments on term loans of $0.4 million. Please refer to Note 7 - Commitments and Contingencies for further detail of these unfunded commitments. We maintain sufficient cash on hand and available borrowing capacity to fund such unfunded commitments.
Significant Accounting Estimates and Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
While our significant accounting policies are more fully described in Note 2 - Summary of Significant Accounting Policies appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment in the preparation of our consolidated financial statements.
Valuation of Portfolio Investments
Portfolio investments are reported on the consolidated statements of assets and liabilities at fair value. The Board of Directors (the "Board of Directors") has delegated to the Adviser as valuation designee (the "Valuation Designee") the responsibility of determining the fair value of the Company's investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, our Valuation Designee is charged with determining the fair value of the Company's investment portfolio, subject to oversight of the Board of Directors. On a quarterly basis we perform an analysis of each investment to determine fair value as follows:
Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. We may also obtain quotes with respect to certain of our investments from pricing services or brokers or dealers in order to value assets. When doing so, we determine whether the quote obtained is readily available according to U.S. GAAP to determine the fair value of the security. If determined readily available, we use the quote obtained.
Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
For an investment in an investment fund that does not have a readily determinable fair value, we measure the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of ASC 946, as of our measurement date.
For investments in Collateralized Securities, both the assets and liabilities of each Collateralized Securities' capital structure are modeled. The model uses a waterfall engine to store the collateral data, generate collateral cash flows from the assets and distribute the cash flows to the liability structure based on the contractual priority of payments. The waterfall cash flows are discounted using rates that incorporate risk factors such as default risk, interest rate risk, downgrade risk, and credit spread risk, among others. In addition, broker quotations and/or comparable trade activity is considered as an input to determining fair value when available.
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As part of our quarterly valuation process our Valuation Designee may be assisted by one or more independent valuation firms, whom we've engaged. Our Valuation Designee, under the supervision of the Board of Directors, determines the fair value of each investment, in good faith, based on the input of the independent valuation firm(s) (to the extent applicable) and our Valuation Designee's own analysis.
With respect to investments for which market quotations are not readily available, our Valuation Designee undertakes a multi-step valuation process each quarter, as described below:
Each portfolio company or investment will be valued by our Valuation Designee, with assistance from one or more independent valuation firms engaged by our Board of Directors;
The independent valuation firm(s), if involved, will conduct independent appraisals and make an independent assessment of the value of each investment; and
Our Valuation Designee, under the supervision of the Board of Directors, determines the fair value of each investment, in good faith, based on the input of independent valuation firms (to the extent applicable) and our Valuation Designee's own analysis. Our Valuation Designee also has established a Valuation Committee to assist our Valuation Designee in carrying out its designated responsibilities that the Board has designated to the Adviser as Valuation Designee, subject to oversight of the Board.
Because there is not a readily available market value for most of the investments in its portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by our Board of Directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
Revenue Recognition
Interest Income
Investment transactions are accounted for on the trade date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discount and amortization of premium on investments.
We have a number of investments in Collateralized Securities. Interest income from investments in the “equity” class of these Collateralized Securities (in our case, preferred shares or subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows, in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets ("ASC 325-40"). We monitor the expected cash inflows from our equity investments in Collateralized Securities, including the expected principal repayments. The effective yield is determined and updated quarterly. When we determine that a CLO's cash flows will not be recovered, the amortized cost basis of the CLO is written down as of the date of the determination based on events and information evaluated and that write-down is recognized as a realized loss.
Dividend Income
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Dividend income from SLF is recorded on accrual basis once dividends are declared by SLF's board of directors. Distributions from SLF are evaluated at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions as dividend income unless there are sufficient accumulated tax-basis earnings and profit in SLF prior to distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
Fee Income
Fee income, such as structuring fees, origination, closing, amendment fees, commitment, and other upfront fees are generally non-recurring and are recognized as revenue when earned, either upfront or amortized into income. Upon the payment of a loan or debt security, any prepayment penalties and unamortized loan origination, structuring, closing, commitment, and other upfront fees are recorded as income.


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Payment-in-Kind Interest/Dividends
We may hold debt and equity investments in our portfolio that contain PIK interest and dividend provisions. PIK interest and PIK dividend, which represent contractually deferred interest or dividends that add to the investment balance that is generally due at maturity, are recorded on accrual basis to the extent such amounts are expected to be collected.
Non-accrual Income
Investments are placed on non-accrual status when principal or interest/dividend payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued cash and un-capitalized PIK interest is generally reversed when an investment is placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.
Net Realized Gain or Loss and Net Change in Unrealized Appreciation or Depreciation
Gain or loss on the sale of investments is calculated using the specific identification method. We measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when a gain or loss is realized.
See Note 2 - Summary of Significant Accounting Policies to the consolidated financial statements for a description of other accounting policies and recently issued accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars, and treasury lock agreements, subject to the requirements of the 1940 Act, in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities. We would not hold or issue these derivative contracts for trading or speculative purposes.
As of June 30, 2023, our debt included variable-rate debt, bearing a weighted average interest rate of LIBOR or SOFR plus 2.50% and fixed rate debt, bearing a weighted average interest rate of 3.65% with a total carrying value (net of deferred financing costs) of $1.2 billion. The following table quantifies the potential changes in interest income net of interest expense should base interest rates increase or decrease by the amounts below assuming that our current consolidated statement of assets and liabilities was to remain constant and no actions were taken to alter our existing interest rate sensitivity. Interest rate floors, if applicable, are not reflected in the sensitivity analysis below.
Change in Base Interest RatesEstimated Change in Interest Income net of Interest Expense (in thousands)
(-) 555 Basis Points$(78,833)
(-) 200 Basis Points$(28,432)
(-) 100 Basis Points$(14,216)
(-) 50 Basis Points$(7,108)
(+) 50 Basis Points$7,108 
(+) 100 Basis Points$14,216 
(+) 200 Basis Points$28,432 
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Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and our Adviser, as our Valuation Designee under Rule 2a-5, values these investments at fair value as determined in good faith subject to the oversight of our Board, based on, among other things, the input of the Adviser and independent third-party valuation firms, in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented.
Inflation and Supply Chain Risk
Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies' profit margins.

ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose in our reports under the Exchange Act is recorded, processed, and reported in an accurate manner and on a timely basis and the information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely decisions with respect to required disclosure and (b) operating in an effective manner.
Change in Internal Control Over Financial Reporting
No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 2023, we were not defendants in any material pending legal proceeding, and no such material proceedings are known to be contemplated. However, from time to time, we may be party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under the contracts with our portfolio companies. Third parties may also seek to impose liability on us in connection with the activities of our portfolio companies.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed below and in Part I., “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial condition, and/or operating results. The risks described below and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
Because we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.
    As of June 30, 2023, we had approximately $1.3 billion of debt financing. The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. Because we use leverage to partially finance our investments, through borrowing from banks and other lenders, you will experience increased risks of investing in our common stock. If the value of our assets increases, leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock distribution payments. Leverage is generally considered a speculative investment technique.
Illustration. The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below. The calculation assumes (i) $3.3 billion in total assets, (ii) a weighted average cost of funds of 6.10%, (iii) $1.6 billion in debt outstanding (i.e., assumes that the $400.0 million principal amount of our unsecured notes sold and the full $1.2 billion available to us under our revolving credit facilities is outstanding), and (iv) $1.7 billion in stockholders’ equity. In order to compute the “Corresponding return to stockholders,” the “Assumed Return on Our Portfolio (net of expenses)” is multiplied by the assumed total assets to obtain an assumed return to us. From this amount, the interest expense is calculated by multiplying the assumed weighted average cost of funds by the assumed debt outstanding, and the product is subtracted from the assumed return to us in order to determine the return available to stockholders. The return available to stockholders is then divided by our stockholders’ equity to determine the “Corresponding return to stockholders.” Actual interest payments may be different.
Assumed Return on Our Portfolio (net of expenses)(10)%(5)%—%5%10%
Corresponding return to stockholders (1)
(25.45)%(15.62)%(5.79)%4.05%13.88%
___________________
(1) In order for us to cover our hypothetical annual interest payments on indebtedness, we would need to achieve annual returns on our June 30, 2023 total assets of at least 2.94%.
As of June 30, 2023, the Wells Fargo Credit Facility provided for borrowings in an aggregate principal amount of up to $300.0 million on a committed basis, due August 28, 2025; the JPM Credit Facility provided for borrowings in an aggregate principal amount of up to $400.0 million on a committed basis, due August 28, 2024; the JPM Revolver Facility provided for borrowings in an aggregate principal amount of up to $495.0 million on a committed basis, due June 10, 2027; the 2024 Notes provided borrowings in an aggregate principal amount of $100.0 million, due December 15, 2024; and the 2026 Notes provided borrowings in an aggregate principal amount of $300.0 million, due March 30, 2026. See Item 7 in the Annual Report filed on Form 10-K for more information about these financing arrangements.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Repurchases of our common stock pursuant to our tender offer are as follows:
PeriodTotal Number of Shares PurchasedAverage Price per ShareCumulative Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
April 1, 2023 through April 30, 2023— — — — 
May 1, 2023 through May 31, 2023— — — — 
June 1, 2023 through June 30, 2023— — — — 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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ITEM 6. EXHIBITS
    The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the six months ended June 30, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No.Description
101.INSXBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document (filed herewith).
101.SCHInline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CALInline XBRL Taxonomy Calculation Linkbase Document (filed herewith).
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABInline XBRL Taxonomy Label Linkbase Document (filed herewith).
101.PREInline XBRL Taxonomy Presentation Linkbase Document (filed herewith).
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) (filed herewith).

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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 thereunto duly authorized.

SignatureTitleDate
/s/ Richard J. Byrne
Richard J. Byrne
Chief Executive Officer, President, and Chairman of the Board of Directors
(Principal Executive Officer)
August 11, 2023
/s/ Nina Kang Baryski
Nina Kang Baryski
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
August 11, 2023
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