As filed with the Securities and Exchange Commission
on March 14, 2023
File No. 812-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER
PURSUANT TO SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940, AND RULE 17d-1 UNDER THE 1940 ACT PERMITTING CERTAIN JOINT
TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) and 57(a)(4) OF THE 1940 ACT
54TH STREET EQUITY HOLDINGS, INC., FBLC
FUNDING I, LLC, BDCA-CB FUNDING, LLC, Franklin BSP Lending Corporation, Franklin BSP Capital
Corporation, FBLC 57th Street Funding LLC, BDCA SLF Funding, LLC, Benefit Street Partners Capital Opportunity Fund II L.P., Benefit
Street Partners Capital Opportunity Fund II SPV-1 LP, Benefit Street Partners Capital Opportunity Fund L.P., Benefit Street Partners
Capital Opportunity Fund SPV LLC, BENEFIT STREET PARTNERS DISLOCATION FUND (CAYMAN) L.P., Benefit Street Partners Dislocation Fund
(Cayman) Master L.P., Benefit Street Partners Dislocation Fund L.P., Benefit Street Partners Senior Secured Opportunities (U) Master
Fund (Non-US) L.P., Benefit Street Partners Senior Secured Opportunities Fund L.P., Benefit Street Partners Senior Secured
Opportunities Master Fund (Non-US) L.P., Benefit Street Partners Debt Fund IV (Non-US) SPV L.P., Benefit Street Partners Debt Fund
IV 2019 Leverage (Non-US) SPV L.P., Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P., Benefit Street Partners Debt Fund
IV L.P., Benefit Street Partners Debt Fund IV Master (Non-US) L.P., Benefit Street Partners Debt Fund IV SPV L.P., Benefit Street
Partners SMA LM LP, Benefit Street Partners SMA-C Co-Invest L.P., BENEFIT STREET PARTNERS SMA-C CO-INVEST L.P. - SERIES II, BSP
Coinvest SMA-H LLC, BSP Debt Fund V LP, BSP Debt Fund V Master (Non-US) LP, BSP DEBT FUND V UNLEVERED (NON-US) L.P., BSP DEBT FUND V
UNLEVERED (NON-US) MASTER L.P., BSP DEBT FUND V-IA (NON-US) MASTER L.P., BSP DEBT FUND V-IA (NON-US) L.P., Benefit Street Partners
SMA-C II L.P., Benefit Street Partners SMA-C II SPV L.P., Benefit Street Partners SMA-C L.P., Benefit Street Partners SMA-C SPV
L.P., Benefit Street Partners SMA-K L.P., Benefit Street Partners SMA-K SPV LP, Benefit Street Partners SMA-L L.P., Benefit Street
Partners SMA-O L.P., Benefit Street Partners SMA-T L.P., Benefit Street Partners Special Situations Fund II (Cayman) L.P., Benefit
Street Partners Special Situations Fund II L.P., BSP Coinvest SMA-N L.P., BSP Coinvest Vehicle 1 LP, BSP Coinvest Vehicle 2 L.P.,
BSP Coinvest Vehicle K LP, BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P., BSP Levered US SOF II (Senior
Secured Opportunities) Fund L.P., BSP Senior Secured Debt Fund (Non-US) SPV-1 LP, BSP Senior Secured Debt Fund SPV-1 LP, BSP SMA-T
2020 SPV L.P., BSP SOF II Cayman SPV-21 LP, BSP SOF II SPV Cayman LP, BSP SOF II SPV LP, BSP SOF II SPV-21 LP, BSP Special
Situations Master A L.P., BSP Special Situations Master B L.P., BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund ScSP,
BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P., FBCC Lending I, LLC, Landmark Wall SMA L.P., Landmark
Wall SMA SPV L.P., Providence Debt Fund III (Non-US) SPV L.P., Providence Debt Fund III L.P., Providence Debt Fund III Master
(Non-US) L.P., Providence Debt Fund III SPV L.P., BSP Credit Solutions Master Fund, L.P., BSP Middle Market CLO 1, LLC, Benefit
Street Partners L.L.C., Franklin BSP Capital Adviser L.L.C., Franklin BSP Lending Adviser, L.L.C., FRANKLIN BSP PRIVATE CREDIT FUND,
BSP UNlevered lux flagship evergreen scsp, bsp df V 2022 spv lp, benefit street partners contingent opportunities fund – t
l.p., benefit street partners special situations contingent opportunities fund l.p., BSP FLAGSHIP PD SHARIAH SPV LLC, bsp jpy
unlevered senior debt evergreen fund l.p., bsp unlevered lux flagship evergreen gp s.a.r.l., bsp unlevered lux evergreen feeder fund
scsp.
9 West 57th Street, Suite 4920
New York, New York 10019
(212) 588-6770
All Communications, Notices and Orders to:
Richard J. Byrne
Benefit Street Partners L.L.C.
9 West 57th Street, Suite 4920
New York, New York 10019
(212) 588-6770
Copies to:
Thomas J. Friedmann
Matthew J. Carter
Jonathan H. Gaines
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
(617) 728-7120
March 14, 2023
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
|
In the Matter of:
54TH STREET EQUITY HOLDINGS, INC.,
FBLC FUNDING I, LLC,
BDCA-CB FUNDING, LLC,
Franklin BSP Lending Corporation,
Franklin BSP Capital Corporation,
FBLC 57th Street Funding
LLC, BDCA SLF
Funding, LLC, Benefit Street
Partners
Capital Opportunity Fund
II L.P.,
Benefit Street Partners
Capital
Opportunity Fund II SPV-1
LP, Benefit
Street Partners Capital
Opportunity
Fund L.P., Benefit Street
Partners
Capital Opportunity Fund
SPV LLC, BENEFIT STREET PARTNERS DISLOCATION FUND (CAYMAN) L.P.,
Benefit Street Partners
Dislocation
Fund (Cayman) Master L.P.,
Benefit
Street Partners Dislocation
Fund L.P.,
Benefit Street Partners
Senior
Secured Opportunities (U)
Master Fund
(Non-US) L.P., Benefit Street
Partners
Senior Secured Opportunities
Fund
L.P., Benefit Street Partners
Senior
Secured Opportunities Master
Fund
(Non-US) L.P., Benefit Street
Partners
Debt Fund IV (Non-US) SPV
L.P., Benefit
Street Partners Debt Fund
IV 2019
Leverage (Non-US) SPV L.P.,
Benefit
Street Partners Debt Fund
IV 2019
Leverage SPV L.P., Benefit
Street
Partners Debt Fund IV L.P.,
Benefit
Street Partners Debt Fund
IV Master
(Non-US) L.P., Benefit Street
Partners
Debt Fund IV SPV L.P., Benefit
Street
Partners SMA LM LP, Benefit
Street
Partners SMA-C Co-Invest
L.P., BENEFIT STREET PARTNERS SMA-C CO-INVEST L.P. - SERIES II, BSP
Coinvest SMA-H LLC, BSP
Debt Fund V LP,
BSP Debt Fund V Master (Non-US)
LP,
BSP DEBT FUND V UNLEVERED
(NON-US) L.P., BSP DEBT FUND V UNLEVERED (NON-US) MASTER L.P., BSP DEBT FUND V-IA (NON-US) MASTER L.P., BSP DEBT FUND V-IA (NON-US) L.P.,
Benefit Street Partners
SMA-C II L.P.,
Benefit Street Partners
SMA-C II SPV L.P.,
Benefit Street Partners
SMA-C L.P.,
Benefit Street Partners
SMA-C SPV
L.P., Benefit Street Partners
SMA-K L.P.,
Benefit Street Partners
SMA-K SPV LP,
Benefit Street Partners
SMA-L L.P.,
Benefit Street Partners
SMA-O L.P.,
Benefit Street Partners
SMA-T L.P.,
Benefit Street Partners
Special |
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
) |
APPLICATION FOR AN ORDER TO AMEND A PRIOR ORDER PURSUANT TO SECTIONS
17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940, AND RULE 17d-1 UNDER THE 1940 ACT PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE
PROHIBITED BY SECTIONS 17(d) and 57(a)(4) OF THE 1940 ACT
|
|
Situations Fund II (Cayman)
L.P.,
Benefit Street Partners
Special
Situations Fund II L.P.,
BSP Coinvest
SMA-N L.P., BSP Coinvest
Vehicle 1 LP, BSP
Coinvest Vehicle 2 L.P.,
BSP Coinvest
Vehicle K LP, BSP Levered
Non-US
Master SOF II (Senior Secured
Opportunities) Fund L.P.,
BSP Levered
US SOF II (Senior Secured
Opportunities) Fund L.P.,
BSP Senior
Secured Debt Fund (Non-US)
SPV-1 LP, BSP
Senior Secured Debt Fund
SPV-1 LP, BSP
SMA-T 2020 SPV L.P., BSP
SOF II Cayman SPV-
21 LP, BSP SOF II SPV Cayman
LP, BSP SOF II
SPV LP, BSP SOF II SPV-21
LP, BSP Special
Situations Master A L.P.,
BSP Special
Situations Master B L.P.,
BSP Unlevered
Lux SOF II (Senior Secured
Opportunities) Fund ScSP,
BSP
Unlevered Non-US Master
SOF II (Senior
Secured Opportunities) Fund
L.P., FBCC
Lending I, LLC, Landmark
Wall SMA L.P.,
Landmark Wall SMA SPV L.P.,
Providence Debt Fund III
(Non-US) SPV
L.P., Providence Debt Fund
III L.P.,
Providence Debt Fund III
Master (Non-
US) L.P., Providence Debt
Fund III SPV
L.P., BSP Credit Solutions
Master Fund,
L.P., BSP Middle Market
CLO 1, LLC, Benefit Street Partners L.L.C., Franklin BSP Capital Adviser L.L.C., Franklin BSP Lending Adviser, L.L.C., FRANKLIN
BSP PRIVATE CREDIT FUND, BSP UNLEVERED LUX FLAGSHIP EVERGREEN SCSP, BSP DF V 2022 SPV LP, BENEFIT STREET PARTNERS CONTINGENT OPPORTUNITIES
FUND – T L.P., BENEFIT STREET PARTNERS SPECIAL SITUATIONS CONTINGENT OPPORTUNITIES FUND L.P., BSP FLAGSHIP PD SHARIAH SPV LLC, BSP
JPY UNLEVERED SENIOR DEBT EVERGREEN FUND L.P., BSP UNLEVERED LUX FLAGSHIP EVERGREEN GP S.A.R.L., BSP UNLEVERED LUX EVERGREEN FEEDER FUND
SCSP.
9 West 57th Street, 49th Floor, Suite 4920
New York, New York 10019
(212) 588-6770
File No. 812-
Investment Company Act of 1940 |
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
) |
|
I. INTRODUCTION
A. Requested Relief
The Applicants (as defined
below) hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “Commission”)
to amend the prior order issued to Benefit Street Partners BDC, Inc., et. al. (Investment Company Act of 1940, Release No. IC-33090, May
1, 2018) pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “1940 Act”), and Rule
17d-1 promulgated under the 1940 Act (the “Prior Order”), authorizing certain joint transactions that otherwise
may be prohibited by Sections 17(d) and 57(a)(4) and Rule 17d-1 under the 1940 Act.1
1 Unless otherwise indicated, all section and rule references
herein are to sections of, and rules under, the 1940 Act.
The Prior Order allows a Regulated
Fund (or any Wholly-Owned Investment Subsidiary of such Regulated Fund), on the one hand, and one or more other Regulated Funds (or any
Wholly-Owned Investment Subsidiary of such Regulated Fund) and/or one or more Affiliated Funds, on the other hand, to participate in the
same investment opportunities where such participation would otherwise be prohibited under Section 17(d) or 57(a)(4) and the rules under
the 1940 Act. All Applicants are eligible to rely on the Prior Order.
All entities as of the date
of submission of this application (the “Application”) for an amended order that currently intend to rely on
the requested Order have been named as Applicants. Any existing or future entity that relies on the order in the future will comply with
the terms and conditions of this Application.
B. Applicants Seeking Relief
1. The Existing Regulated
Funds and the Wholly-Owned Investment Subsidiaries
| |
● |
Franklin BSP Lending Corporation (“FBLC”),
an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940
Act and whose investment adviser is FBLC Adviser (as defined below); |
| |
● |
Franklin BSP Capital Corporation (“FBCC”
and, together with FBLC, the “BDCs”), an externally managed, non-diversified closed-end management investment
company that has elected to be regulated as a BDC under the 1940 Act and whose investment adviser is FBCC Adviser (as defined below). |
A description of the BDCs
is included in Schedule A to this Application.
| |
● |
Franklin BSP Private Credit Fund (“FBPCF”
and, together with the BDCs, the “Existing Regulated Funds”), a Delaware statutory trust that is registered
under the 1940 Act as a non-diversified, closed-end management investment company and whose investment adviser is BSP (as defined below).
A description of FBPCF is included in Schedule A to this Application. |
Each of the Existing Regulated Funds qualifies as a Regulated Fund
under the Prior Order.
2. The Advisers
The term “Existing Advisers”
means Franklin BSP Lending Adviser, L.L.C. (“FBLC Adviser”) and Franklin BSP Capital Adviser L.L.C. (“FBCC
Adviser”), each of which is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers
Act”) and which are the investment adviser to FBLC and FBCC, respectively, together with the Benefit Street Partners L.L.C.
(“BSP”), the indirect parent of each of FBLC Adviser and FBCC Adviser, and the Advisers to each of the Existing
Affiliated Funds (as defined below), each of which is controlled by or under common control with BSP. A description of the Existing Advisers
is included in Schedule C to this Application. Each of the Existing Advisers qualifies as an Adviser under the Prior Order.
3. Existing Affiliated Funds
The investment vehicles set forth in
Schedule D hereto, each of which is an entity whose investment adviser is an Adviser (the “Existing Affiliated Funds”
and together with the Existing Regulated Funds, the Wholly Owned Investment Subsidiaries of each of the BDCs, and the Existing Advisers,
the “Applicants”). Each of the Existing Affiliated Funds qualifies as an Affiliated Fund under the Prior Order.
C. Defined Terms
Except as stated herein, defined
terms used in this Application have the meanings provided in the application for the Prior Order (the “Prior Application”)2.
II. APPLICANTS’
PROPOSAL
Applicants Seek to Update the Definition of
“Follow-On Investment”
On April 8, 2020, the Commission
announced that it would provide temporary, conditional exemptive relief (the “Temporary Relief”) for business
development companies that would permit business development companies with effective co-investment orders to participate in Follow-On
Investments with an Affiliated Fund that is not already invested in the issuer.3
In issuing the Temporary Relief,
the Commission found that in light of the effects of COVID-19 permitting these types of Follow-On Investments was “necessary and
appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and
provisions of the [1940 Act].”4 The Temporary Relief did not permit Follow-On Investments by Regulated Funds that were
not already invested in the issuer.
The Applicants seek an amendment
to the Prior Order in order to update the definition of “Follow-On Investments” to be consistent with the Temporary Relief.
The amended definition would read as follows:
“Follow-On Investments”
mean: (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated Fund is currently invested;
or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the Affiliated Fund and at least
one Regulated Fund are currently invested; or (Y) an investment in an issuer in which at least one Regulated Fund is currently invested
but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes, but is not limited to, the
exercise of warrants, conversion privileges or other rights to purchase securities of the issuer.
The Applicants believe that
this update will simply incorporate the terms of the Temporary Relief into the Prior Order and that the findings made by the Commission
with respect to the Temporary Relief are equally applicable to the proposed Order and do not raise new policy concerns.
| |
2 |
Benefit Street Partners BDC, Inc. et. al., File No. 812-14601, Third Amended and Restated Application, filed December 13, 2017. |
| |
3 |
BDC Temporary Exemptive Order, Investment Company Act Rel. No. IC-33837 (Apr. 8, 2020) (order)(extension granted on January 5, 2021 and further extension granted on April 22, 2021). |
| |
4 |
Id. at 2. |
The Applicants submit that
the analysis in Section III, “Order Requested,” of the Prior Application is equally applicable to this Application, which
differs only from the Prior Application in so far as the definition of Follow-On Investments has been updated to be consistent with the
Temporary Relief.
III. REQUESTED
RELIEF
Accordingly, the Applicants
respectfully request that the Commission grant an Order amending the Prior Order. The Applicants are seeking to amend the definition of
“Follow-On Investment” in the Prior Order in order to expressly authorize certain Affiliated Funds to participate in Follow-On
Investments under the Order consistent with the terms of the Temporary Relief.
For the reasons stated herein,
the Applicants believe that:
| |
● |
With respect to the relief pursuant to Sections 17(d) and 57(i) and Rule 17d-1, the relief continues to be appropriate in the public interest and consistent with the protection of investors, and the Regulated Funds’ participation in Co-Investment Transactions will be consistent with the provisions, policies, and purposes of the 1940 Act and on a basis that is not different from or less advantageous than that of other participants. |
IV. REPRESENTATIONS
AND CONDITIONS
The Applicants agree that any Order of the Commission
granting the requested relief will be subject to all of the representations and conditions in the Prior Order, except that the definition
of Follow-On Investments has been revised as set forth in this Application.5
V. PROCEDURAL
MATTERS
A. Communications
Pursuant to Rule 0-2(f), each Applicant states
that its address is as indicated below:
c/o Benefit Street Partners L.L.C.
9 West 57th Street, Suite 4920
New York, New York 10019
(212) 588-6770
Applicants further state that all written or oral
communications concerning this Application should be directed to:
Thomas J. Friedmann
Matthew J. Carter
Jonathan H. Gaines
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
(617) 728-7120
thomas.friedmann@dechert.com
matthew.carter@dechert.com
jonathan.gaines@dechert.com
Applicants desire that the Commission issue an Order pursuant
to Rule 0-5 without conducting a hearing.
| |
5 |
Any and all references to an Affiliated Fund needing to be invested in an issuer as a required precedent for a Follow-On Investment would be struck as a result of the Order. The requested relief would not permit Follow-On Investments by Regulated Funds that are not already invested in the issuer. |
B. Authorization
Pursuant to Rule 0-2, each
person executing the Application on behalf of an Applicant says that he or she has duly executed the Application for and on behalf of
such Applicant; that he or she is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement
or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file
the Application have been taken.
The verifications required
by Rule 0-2(d) and the authorizations required by Rule 0-2(c) are attached hereto as Exhibit A and Exhibit B.
VI. REQUEST
FOR ORDER OF EXEMPTION
For the foregoing reasons,
Applicants request that the Commission enter an Order under Sections 17(d) and 57(i) and Rule 17d-1 granting Applicants the relief sought
by the Application. Applicants submit that the requested exemption is consistent with the protection of investors.
All requirements for the execution and filing
of this Application in the name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully
authorized to do so and has duly executed this Application this 14th day of March, 2023.
| |
54TH STREET EQUITY HOLDINGS, INC. |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Chief Financial Officer |
| |
FBLC FUNDING I, LLC |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Chief Financial Officer |
| |
BDCA-CB FUNDING, LLC |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Chief Financial Officer |
| |
Franklin BSP Lending Corporation |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Chief Financial Officer |
| |
Franklin BSP Capital Corporation |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Chief Financial Officer |
| |
FBLC 57th Street Funding LLC |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Authorized Person |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund II L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund SPV LLC |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BENEFIT STREET PARTNERS DISLOCATION FUND (CAYMAN) L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Dislocation Fund (Cayman) Master L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Dislocation Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Senior Secured Opportunities (U) Master Fund (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Senior Secured Opportunities Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Senior Secured Opportunities Master Fund (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV (Non-US) SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV Master (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA LM LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C Co-Invest L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BENEFIT STREET PARTNERS SMA-C CO-INVEST L.P. - SERIES II |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Debt Fund V Master (Non-US) LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP DEBT FUND V UNLEVERED (NON-US) L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP DEBT FUND V UNLEVERED (NON-US) MASTER L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP DEBT FUND V-IA (NON-US) MASTER L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP DEBT FUND V-IA (NON-US) L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C II L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C II SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-K L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-K SPV LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-L L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-O L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-T L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Special Situations Fund II (Cayman) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Special Situations Fund II L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Coinvest Vehicle 1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Coinvest Vehicle 2 L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Coinvest Vehicle K LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Senior Secured Debt Fund (Non-US) SPV-1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Senior Secured Debt Fund SPV-1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP SOF II Cayman SPV-21 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Special Situations Master A L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Special Situations Master B L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund ScSP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Landmark Wall SMA SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III (Non-US) SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III Master (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Credit Solutions Master Fund, L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Middle Market CLO 1, LLC |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners L.L.C. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Franklin BSP Capital Adviser L.L.C. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Franklin BSP Lending Adviser, L.L.C. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
FRANKLIN BSP PRIVATE CREDIT FUND |
| |
By: |
/s/Bryan Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
bsp unlevered lux flagship evergreen scsp |
| |
By: |
/s/Bryan Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP DF V 2022 SPV LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
benefit street partners contingent opportunities fund – t l.p. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BENEFIT STREET PARTNERS SPECIAL SITUATIONS CONTINGENT OPPORTUNITIES FUND L.P. |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP FLAGSHIP PD SHARIAH SPV LLC |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
bsp jpy unlevered senior debt evergreen fund l.p. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP UNLEVERED LUX FLAGSHIP EVERGREEN GP S.A.R.L. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP UNLEVERED LUX EVERGREEN FEEDER FUND SCSP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
SCHEDULE A
The Existing Regulated Funds
FBLC. FBLC is a Maryland
corporation that is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as
a BDC under the 1940 Act. FBLC was organized on May 5, 2010 and, on January 25, 2011, FBLC commenced its initial public offering on a
“reasonable best efforts basis” of up to 150 million shares of common stock. On August 25, 2011, FBLC raised sufficient funds
to break escrow on its initial public offering and commenced operations as of that date. FBLC has made an election to be treated as a
RIC under Subchapter M of the Code, and intends to continue to make such election in the future. FBLC’s principal place of business
is 9 West 57th Street, 49th Floor, New York, NY 10019.
FBLC’s Objectives and
Strategies are to generate both current income and capital appreciation through debt and equity investments. FBLC invests primarily in
senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle-market
companies. FBLC defines middle market companies as those with annual revenues up to $1 billion, although it may invest in larger or smaller
companies. FBLC also purchases interests in loans or corporate bonds through secondary market transactions. 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. FBLC may also invest in the equity and junior debt tranches of collateralized loan obligation
investment vehicles (“Collateralized Securities”).
FBCC. FBCC is a Delaware
corporation that is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as
a BDC under the 1940 Act. FBCC was organized on January 29, 2020 and, on December 18, 2020, initiated its initial closing of capital commitments
to purchase shares of its common stock in private placements in reliance on exemptions from the registration requirements of the Securities
Act of 1933, as amended. FBCC has made an election to be treated as a RIC under Subchapter M of the Code, and intends to continue to make
such election in the future. FBCC’s principal place of business is 9 West 57th Street, 49th Floor, New York, NY 10019.
FBCC’s Objectives and
Strategies are to generate both current income and capital appreciation through debt and equity investments. FBCC invests primarily in
senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle-market
companies. FBCC defines middle market companies as those with annual revenues up to $1 billion, although it may invest in larger or smaller
companies. FBCC also purchases interests in loans or corporate bonds through secondary market transactions, which refers to acquisitions
from secondary market participants rather than from the portfolio company directly. 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. Although FBCC has no policy governing the maturities of its investments, under current market conditions it expects
that it will invest in a portfolio of debt generally having maturities of between five to ten years. The loans are often held for five
years or less before any refinancing or disposition.
FBPCF. FBPCF is a Delaware
statutory trust that at is registered under the 1940 Act, as a non-diversified, closed-end management investment company. FBPCF was organized
on November 12, 2019 and commenced investment operations in October 2022. FBPCF intends to make an election to be treated as a RIC under
Subchapter M of the Code. FBPCF’s principal place of business is 9 West 57th Street, 49th Floor, New York, NY 10019.
FBPCF’s Objectives and
Strategies are to generate attractive risk-adjusted returns with consistent current income. FBPCF intends to achieve its investment objective
by investing in private credit investments in middle market companies in the United States. FBPCF expects its investment portfolio will
primarily consist of private credit investments, which include privately offered secured debt (including senior secured, unitranche and
second-lien debt) and unsecured debt (including senior unsecured and subordinated debt) across directly originated corporate loans, broadly
syndicated corporate loans and high yield corporate bonds.
Each of the Existing Regulated
Funds intends to achieve its respective investment objective by (1) sourcing of primarily private debt opportunities through Benefit Street
Partners’ extensive proprietary networks and close relationships, (2) prioritization of non-competitive, “strategic capital”
opportunities, including non-sponsored investments, (3) creative and flexible approach to providing capital, (4) optimization of investment
level risk/return profile, (5) maintaining downside protection through risk management and diversification, and (6) ability to take advantage
of opportunities Benefit Street Partners believes are mispriced.
The business and affairs of
each of the Existing Regulated Funds are managed under the direction of its respective Board of Directors or Board of Trustees, as applicable
(each, a “Board”).
The Board of each of the Existing
Regulated Funds consists of seven members, five of whom are not “interested persons” of the applicable Existing Regulated
Fund as defined in Section 2(a)(19) of the 1940 Act (“Non-Interested Directors”). The Board of each of the Existing
Regulated Funds has delegated daily management and investment authority of such Existing Regulated Fund to the relevant Existing Adviser
pursuant to an investment advisory agreement. BSP provides the administrative services necessary for each of the Existing Regulated Funds
to operate, such as furnishing each of the Existing Regulated Funds with office facilities and equipment and providing clerical, bookkeeping,
recordkeeping and other administrative services at such facilities.
SCHEDULE C
The Existing Advisers
Benefit Street Partners L.L.C. is a Delaware limited liability
company that is registered as an investment adviser under the Advisers Act. BSP serves as the investment adviser to FBPCF pursuant to
an investment advisory agreement. Subject to the overall supervision of FBPCF’s Board, BSP manages the day-to-day operations of,
and provides investment advisory and management services to FBPCF. BSP also serves as investment advisor or manager to the other Existing
Affiliated Funds.
Franklin BSP Lending Adviser,
L.L.C. is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. FBLC Adviser is
majority-owned and controlled by BSP. FBLC Adviser serves as the investment adviser to FBLC pursuant to an investment advisory agreement.
Subject to the overall supervision of FBLC’s Board, FBLC Adviser manages the day-to-day operations of, and provide investment advisory
and management services to FBLC.
Franklin BSP Capital Adviser
L.L.C. is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. FBCC Adviser is
majority-owned and controlled by BSP. FBCC Adviser serves as the investment adviser to FBCC pursuant to an investment advisory agreement.
Subject to the overall supervision of FBCC’s Board, FBCC Adviser manages the day-to-day operations of, and provide investment advisory
and management services to FBCC.
SCHEDULE D
Existing Affiliated Funds
54th Street Equity Holdings, Inc.
FBLC Funding I, LLC
BDCA-CB Funding, LLC
BDCA SLF Funding, LLC
Benefit Street Partners Capital Opportunity Fund II L.P.
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP
Benefit Street Partners Capital Opportunity Fund L.P.
Benefit Street Partners Capital Opportunity Fund SPV LLC
Benefit Street Partners Dislocation Fund (Cayman) L.P.
Benefit Street Partners Dislocation Fund (Cayman) Master L.P.
Benefit Street Partners Dislocation Fund L.P.
Benefit Street Partners Senior Secured Opportunities (U) Master Fund
(Non-US) L.P.
Benefit Street Partners Senior Secured Opportunities Fund L.P.
Benefit Street Partners Senior Secured Opportunities Master Fund (Non-US)
L.P.
Benefit Street Partners Debt Fund IV (Non-US) SPV L.P.
Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P.
Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P.
Benefit Street Partners Debt Fund IV L.P.
Benefit Street Partners Debt Fund IV Master (Non-US) L.P.
Benefit Street Partners Debt Fund IV SPV L.P.
Benefit Street Partners SMA LM LP
Benefit Street Partners SMA-C Co-Invest L.P.
Benefit Street Partners SMA-C Co-Invest L.P. - Series II
BSP Coinvest SMA-H LLC
BSP Debt Fund V LP
BSP Debt Fund V Master (Non-US) LP
BSP Debt Fund V Unlevered (Non-US) L.P.
BSP Debt Fund V Unlevered (Non-US) Master L.P.
BSP Debt Fund V-IA (Non-US) Master L.P.
BSP Debt Fund V-IA (Non-US) L.P.
Benefit Street Partners SMA-C II L.P.
Benefit Street Partners SMA-C II SPV L.P.
Benefit Street Partners SMA-C L.P.
Benefit Street Partners SMA-C SPV L.P.
Benefit Street Partners SMA-K L.P.
Benefit Street Partners SMA-K SPV LP
Benefit Street Partners SMA-L L.P.
Benefit Street Partners SMA-O L.P.
Benefit Street Partners SMA-T L.P.
Benefit Street Partners Special Situations Fund II (Cayman) L.P.
Benefit Street Partners Special Situations Fund II L.P.
BSP Coinvest SMA-N L.P.
BSP Coinvest Vehicle 1 LP
BSP Coinvest Vehicle 2 L.P.
BSP Coinvest Vehicle K LP
BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund
L.P.
BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P.
BSP Senior Secured Debt Fund (Non-US) SPV-1 LP
BSP Senior Secured Debt Fund SPV-1 LP
BSP SMA-T 2020 SPV L.P.
BSP SOF II Cayman SPV-21 LP
BSP SOF II SPV Cayman LP
BSP SOF II SPV LP
BSP SOF II SPV-21 LP
BSP Special Situations Master A L.P.
BSP Special Situations Master B L.P.
BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund ScSP
BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund
L.P.
Landmark Wall SMA L.P.
Landmark Wall SMA SPV L.P.
Providence Debt Fund III (Non-US) SPV L.P.
Providence Debt Fund III L.P.
Providence Debt Fund III Master (Non-US) L.P.
Providence Debt Fund III SPV L.P.
BSP Credit Solutions Master Fund, L.P.
BSP Middle Market CLO 1, LLC
Exhibit A
VERIFICATION
The undersigned states that he or she has duly
executed the foregoing Application, dated March 14, 2023, for and on behalf of the Applicants, as the case may be, that he or she holds
the office with such entity as indicated below and that all action by the directors, stockholders, general partners, trustees or members
of each entity, as applicable, necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned
further states that he or she is familiar with such instrument and the contents thereof and that the facts set forth therein are true
to the best of his or her knowledge, information and belief.
| |
54TH STREET EQUITY HOLDINGS, INC. |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Chief Financial Officer |
| |
FBLC FUNDING I, LLC |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Chief Financial Officer |
| |
BDCA-CB FUNDING, LLC |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Chief Financial Officer |
| |
Franklin BSP Lending Corporation |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Chief Financial Officer |
| |
Franklin BSP Capital Corporation |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Chief Financial Officer |
| |
FBLC 57th Street Funding LLC |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Authorized Person |
| |
By: |
/s/Nina K. Baryski |
| |
Name: |
Nina K. Baryski |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund II L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund II SPV-1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Capital Opportunity Fund SPV LLC |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BENEFIT STREET PARTNERS DISLOCATION FUND (CAYMAN) L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Dislocation Fund (Cayman) Master L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Dislocation Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Senior Secured Opportunities (U) Master Fund (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Senior Secured Opportunities Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Senior Secured Opportunities Master Fund (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV (Non-US) SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV Master (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Debt Fund IV SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA LM LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C Co-Invest L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BENEFIT STREET PARTNERS SMA-C CO-INVEST L.P. - SERIES II |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Debt Fund V Master (Non-US) LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP DEBT FUND V UNLEVERED (NON-US) L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP DEBT FUND V UNLEVERED (NON-US) MASTER L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP DEBT FUND V-IA (NON-US) MASTER L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP DEBT FUND V-IA (NON-US) L.P. |
| |
|
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C II L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C II SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-C SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-K L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-K SPV LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-L L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-O L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners SMA-T L.P. |
| |
|
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Special Situations Fund II (Cayman) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners Special Situations Fund II L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Coinvest Vehicle 1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Coinvest Vehicle 2 L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Coinvest Vehicle K LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP Levered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Levered US SOF II (Senior Secured Opportunities) Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Senior Secured Debt Fund (Non-US) SPV-1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Senior Secured Debt Fund SPV-1 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP SOF II Cayman SPV-21 LP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Special Situations Master A L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Special Situations Master B L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund ScSP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Landmark Wall SMA SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III (Non-US) SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III Master (Non-US) L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Providence Debt Fund III SPV L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
BSP Credit Solutions Master Fund, L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP Middle Market CLO 1, LLC |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Benefit Street Partners L.L.C. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Franklin BSP Capital Adviser L.L.C. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
Franklin BSP Lending Adviser, L.L.C. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
FRANKLIN BSP PRIVATE CREDIT FUND |
| |
By: |
/s/Bryan Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
bsp unlevered lux flagship evergreen scsp |
| |
By: |
/s/Bryan Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
benefit street partners contingent opportunities fund – t l.p. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BENEFIT STREET PARTNERS SPECIAL SITUATIONS CONTINGENT OPPORTUNITIES FUND L.P. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP FLAGSHIP PD SHARIAH SPV LLC |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
bsp jpy unlevered senior debt evergreen fund l.p. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP UNLEVERED LUX FLAGSHIP EVERGREEN GP S.A.R.L. |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
| |
|
|
| |
BSP UNLEVERED LUX EVERGREEN FEEDER FUND SCSP |
| |
By: |
/s/Bryan R. Martoken |
| |
Name: |
Bryan R. Martoken |
| |
Title: |
Authorized Person |
EXHIBIT B
Franklin BSP Lending Corporation
WHEREAS, the Board
of Directors has reviewed the Company’s Co-Investment Exemptive Application (the “Exemptive Application”),
a copy of which is attached hereto as Exhibit A, for an order of the U.S. Securities and Exchange Commission (the “SEC”)
pursuant to Sections 57(a)(4) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”),
and Rule 17d-1 promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 57(a)(4)
of the Act.
NOW, THEREFORE, BE IT RESOLVED,
that the officers, shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of
the Company, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form attached hereto
as Exhibit A; and
FURTHER RESOLVED, that
the officers shall be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company,
to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications
for exemptive relief as are determined necessary, advisable or appropriate by any of the officers in order to effectuate the foregoing
resolutions, such determination to be conclusively evidenced by the taking of any such action; and
FURTHER RESOLVED, that
all acts and things previously done by any of the officers, on or prior to the date hereof, in the name and on behalf of the Company in
connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds
by and on behalf of the Company; and
FURTHER RESOLVED, that
the officers be, and each of them hereby is, authorized, empowered and directed to certify and deliver copies of these resolutions to
such governmental bodies, agencies, persons, firms or corporations as the officers may deem necessary and to identify by his or her signature
or certificate, or in such form as may be required, the documents and instruments presented to and approved herein and to furnish evidence
of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or
change in any document or instrument.
(Adopted on December 21, 2016)
Franklin BSP Capital Corporation
RESOLVED, that the
officers of FBCC be, and each of them hereby is, authorized in the name and on behalf of FBCC to submit and cause to be filed with the
SEC an application for an amended order of exemptive relief, in substantially the form attached as Exhibit A, with such changes, modifications,
or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable,
such approval to be conclusively evidenced by his, her or their execution thereof.
(Adopted on April 27, 2022)
Franklin BSP Private Credit Fund
RESOLVED, that the
officers of FBPCF be, and each of them hereby is, authorized in the name and on behalf of FBPCF to submit and cause to be filed with the
SEC an application for an amended order of exemptive relief, in substantially the form attached as Exhibit A, with such changes, modifications,
or amendments thereto as the officer or officers executing the same (personally or by attorney) may approve as necessary or desirable,
such approval to be conclusively evidenced by his, her or their execution thereof.
(Adopted on April 27, 2022)
Business Development Cor... (CE) (USOTC:BDVC)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Business Development Cor... (CE) (USOTC:BDVC)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
