Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2022, Franklin BSP Lending Corporation (the "Company") entered into stock purchase agreements with certain investors (collectively, the "Purchase Agreements") and associated subscription agreements (collectively, the "Subscription Agreements") for the sale of shares of the Company's common stock at the net asset value per share (the "Common Stock") as of each drawdown date. Investors are required to make capital contributions to purchase shares of 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 of directors (the "Board"), which price will be determined prior to the issuance of such shares of Common Stock and in accordance with the limitations under Section 23 of the 1940 Act. In connection with the Subscription Agreements, the Company's adviser, Franklin BSP Lending Adviser, L.L.C. (the "Adviser"), will sell additional shares to such investors at a discounted price or contribute other consideration, which sale or contributions will be non-dilutive to the Company's existing shareholders.

The Company intends to invest the proceeds of this offering in accordance with its investment strategy. The issuance of the Common Stock will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and 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. Under the Purchase Agreements, the Company has agreed to consummate a Liquidity Event (as defined in the Purchase Agreement) of 100% of the shares of Common Stock within three years of the date of the Purchase Agreements, subject to the terms and conditions set forth in the Purchase Agreement.

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

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



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

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