Exhibit (a)(1)(v)
FRANKLIN BSP CAPITAL CORPORATION
U.S. regular mail: P.O. Box 219943, Kansas City, MO 64121-9865
U.S. overnight mail: c/o SS&C GIDS, Inc., 801 Pennsylvania Ave,
Kansas City, MO 64105-1407
T: Investor Relations at (844) 785-4393
W: www.fbccbdc.com
March 17, 2026
Dear Stockholder:
As previously announced, the Board of Directors (the “Board”) of Franklin BSP Capital Corporation (the “Company”) authorized a tender offer for up to 2,500,000 shares of the Company’s issued and outstanding common stock, par value $0.001 per share (the “Shares”), which represents approximately 1.85% of the number of Shares outstanding as of December 31, 2025. The Company previously commenced an offer to purchase Shares for cash at a price equal to the Company’s net asset value (“NAV”) per Share as of December 31, 2025, upon the terms and conditions set forth in the accompanying Offer to Purchase and related Letter of Transmittal (which together constitute the “Offer”). On March 16, 2026, the Company reported that its December 31, 2025 NAV per Share is $13.58.
The purpose of this Offer is to provide stockholders with a measure of liquidity, since there is otherwise no public market for the Shares. The Offer period began on March 5, 2026 and will end at 11:59 P.M. Eastern Time, on April 14, 2026. Subject to the limitations contained in the Offer to Purchase, which preceded this letter, all properly completed and duly executed Letters of Transmittal returned to us will be processed promptly following the expiration of the Offer period.
IF YOU HAVE NO DESIRE TO SELL ANY OF YOUR SHARES AT THE COMPANY’S NET ASSET VALUE PER SHARE AS OF DECEMBER 31, 2025 OF $13.58 PER SHARE, PLEASE DISREGARD THIS NOTICE.
We will contact you again each fiscal year to notify you if the Company intends to offer to repurchase a portion of its issued and outstanding Shares. If you would like to tender a portion or all of your Shares for repurchase at this time, please complete the Letter of Transmittal form which preceded this letter and return it in the envelope previously provided to you. Please refer to the Offer to Purchase for conditions to the Offer, including, but not limited to, the fact that we are only offering to repurchase up to 2,500,000 Shares, which represents approximately 1.85% of the number of Shares outstanding as of December 31, 2025. During any calendar year, we intend to limit the number of Shares we offer to repurchase to the lesser of 10% of the weighted average number of Shares outstanding during the prior calendar year or the number of Shares the Company can repurchase with the cash retained as a result of issuing Shares under the Company’s distribution reinvestment plan (“DRIP”) to those stockholders who have elected to receive their distributions in the form of additional Shares rather than in cash during the applicable measurement period. For this Offer, the applicable measurement period is the one-year period ended March 31, 2026, and the number of Shares the Company is offering to repurchase approximates the number of Shares the Company can repurchase with the cash retained from DRIP issuances during that period.
All requests to tender Shares must be received in good order by the Company, at the address below, by 11:59 P.M. Eastern Time, on April 14, 2026.
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U.S. standard mail: |
Franklin BSP Capital Corporation |
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U.S. overnight mail: |
Franklin BSP Capital Corporation |
If you have any questions, please call your financial advisor or call us at (844) 785-4393.
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Sincerely, |
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/s/ Richard J. Byrne |
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Richard J. Byrne |
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Chief Executive Officer and Chairman, |
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