Item 3.02. Unregistered Sales of Equity Securities.

On July 26, 2022, pursuant to a drawdown notice previously delivered to investors, Franklin BSP Lending Corporation (the "Company") issued and sold approximately 8.0 million shares of the Company's common stock, par value $7.47 per share (the "Common Stock") for an aggregate offering price of approximately $60.0 million. The Company will use the $60.0 million of proceeds to pay down its outstanding borrowings, the terms of which are described in Note 5 to the financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

The sale of Common Stock was made pursuant to the subscription agreements (collectively, the "Subscription Agreements") entered into with certain investors. Pursuant to their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis at a per share price that is not less than the net asset value per share of Common Stock to be acquired.

The issuance of the Common Stock is 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.

The description above is only a summary of the material provisions of the Subscription Agreements and is qualified in its entirety by reference to a copy of the form of Subscription Agreement, which is filed as Exhibit 1.2 to the Company's Current Report on Form 8-K filed on April 7, 2022 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
No.       Description
  1.1       Form of Subscription Agreement.(incorporated by reference to Exhibit
          1.2 of the Company's Current Report on Form 8-K, filed on April 7,
          2022).

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