Cox Capital Launches $91.4 Million Mini-Tender Offers for Two Non-Traded BDCs

Cox Capital Partners and its purchaser group announced the commencement of mini-tender offers to purchase outstanding shares of two non-traded business development companies: Franklin BSP Capital Corporation, or FBCC, a private BDC focused on lending to middle market companies; and FS Specialty Lending Fund, or FSSL, a non-traded BDC formerly known as FS Energy & Power Fund.

Cox said the offers are intended to provide liquidity options for shareholders who have faced limited redemption availability in recent years.

In total, Cox is offering to purchase up to $91.4 million worth of shares across the two funds.

For FBCC, Cox is offering to purchase up to $50 million (approximately 5.3 million shares) at $9.45 per share. The FBCC offer commenced on Aug. 14, 2025, and it will expire at 5 pm, ET, on Oct. 31 unless extended or earlier terminated. If more shares are properly tendered than the maximum number sought, Cox stated that it will accept shares on a pro rata basis. 

As of June 30, 2025, FBCC reported a NAV per share of approximately $13.79, representing a 31% discount to Cox’s $9.45 offer price.

Cox stated that FBCC shareholders have not been able to fully liquidate their shares at net asset value through the issuer-sponsored share repurchase program since 2015. During the most recent repurchase offer completed on April 9, 2025, Cox stated that FBCC shareholders tendered approximately $331 million of shares at NAV, and approximately 10.5% of requests were accepted on a pro rata basis.

Cox made a similar mini-tender offer for FBCC last year.

As for FSSL, Cox is offering to purchase up to $41.4 million (approximately 3.6 million shares) at $11.50 per share. The FSSL offer commenced on Sept. 10, and it will expire at 5 pm, ET, on Oct. 31 unless extended or earlier terminated. If more shares are properly tendered than the maximum number sought, Cox stated that it will accept shares on a pro rata basis.

As of June 30, 2025, FSSL reported a NAV per share of $19.82, placing Cox’s $11.50 offer at a roughly 42% discount. FSSL’s board has since recommended that shareholders reject the offer, citing undervaluation relative to NAV and the fund’s pending exchange-listing plans.

Cox stated that it provided an extension from its original Oct. 10 expiration date in order to provide stockholders additional time to make an informed decision regarding participation in the offer.

Cox had previously mentioned that shareholders have not been able to fully liquidate their shares through the issuer-sponsored share repurchase program since 2020, and that, during the most recent repurchase offer completed on Jan. 6, 2020, the FSSL shareholders tendered approximately $263 million of shares at NAV. Approximately 9.1% of requests were accepted on a pro rata basis.

Cox mentioned that the purchasers are not affiliated with FBCC, FSSL, or their advisers.

The tender offer for FSSL comes as the company continues to move forward with its goal of listing on a national securities exchange by the end of 2025. As previously reported by AltsWire, the company is currently seeking shareholder approval to convert the BDC into a registered closed-end fund under the Investment Company Act of 1940. This conversion will be structured as a merger, or reorganization, of the current fund into a newly formed entity: New FS Specialty Lending Fund.

Earlier this year, the company’s board approved a 6-for-1 reverse share split to facilitate the listing and meet exchange requirements.

Mini-tender offers typically involve purchases of less than 5% of a company’s outstanding shares and are not subject to the same SEC disclosure requirements as traditional tender offers.

Cox Capital Partners is an investment management firm specializing in secondary liquidity solutions and alternative investment strategies. Based in Philadelphia, it provides direct liquidity to shareholders, fund sponsors, limited partners, and general partners of non-traded and private BDCs, non-traded and private real estate investment trusts, interval funds, and feeder funds.

Click here to visit the AltsWire directory page.