Item 1.01 Entry into a Material Definitive Agreement.

On October 19, 2020, Franklin Resources, Inc. (the "Company") completed its offering and sale of $750 million aggregate principal amount of its 1.600% Notes due 2030 (the "Notes").

The Notes were issued by the Company on October 19, 2020 under an Indenture, dated as of October 6, 2020 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by the Officer's Certificate establishing the terms of the Notes, dated October 19, 2020 (the "Officer's Certificate"). The Base Indenture as supplemented by the Officer's Certificate is referred to as the "Indenture."

Interest on the Notes will be payable semi-annually on April 30 and October 30 of each year, beginning on April 30, 2021. The Notes will mature on October 30, 2030. The Notes are unsecured and unsubordinated obligations of the Company and rank equal in right of payment with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. The Notes are structurally subordinated to all existing and future indebtedness of the Company's subsidiaries.

The Notes may be redeemed prior to July 30, 2030 (the date that is three months prior to the maturity date) in whole or in part at any time, at the Company's option, at a "make-whole" redemption price, plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date. The Notes may be redeemed on or after July 30, 2030 in whole or in part at any time, at the Company's option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes to be redeemed to, but not including, the redemption date.

In addition to customary event of default provisions, the Indenture includes requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of its assets to, another entity.

The Company intends to use the net proceeds of the offering and sale of the Notes for general corporate purposes, which may include, without limitation, redeeming, satisfying and discharging, defeasing or otherwise repaying or retiring any long-term debt of the Company or its subsidiaries, including all or a portion of the $250 million aggregate principal amount of Legg Mason, Inc.'s 6.375% Junior Subordinated Notes due 2056 and/or the $500 million aggregate principal amount of Legg Mason, Inc.'s 5.45% Junior Subordinated Notes due 2056. The foregoing does not constitute a notice of redemption for or an obligation to issue a notice of redemption for any outstanding notes.

The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the text of the Base Indenture and the Officer's Certificate. The Base Indenture was filed as Exhibit 4.3 to the Company's Registration Statement on Form S-3 described below, and the Officer's Certificate is filed as Exhibit 4.2 to this Current Report on Form 8-K, and each of these documents is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Indenture and the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.





                                      -2-

--------------------------------------------------------------------------------

Item 8.01. Other Events

On October 14, 2020, in connection with the offering and sale of the Notes, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives, of the underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters the Notes for resale by the Underwriters pursuant to the Company's registration statement on Form S-3 (File No. 333- 249350). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated by reference herein.

In connection with the offering of the Notes, the Company is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes. Such opinion is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement for the 1.600% Notes due 2030, dated
            October 14, 2020, among the Company, and BofA Securities, Inc. and
            Citigroup Global Markets Inc., as representatives of the underwriters
            named therein

 4.1          Indenture, dated as of October 6, 2020, by and between the Company
            and The Bank of New York Mellon Trust Company, N.A., as trustee
            (incorporated by reference to Exhibit 4.3 to the Company's
            Registration Statement on Form S-3 (File No. 333-249350) filed with
            the SEC on October 6, 2020).

 4.2          Officer's Certificate, dated October 19, 2020 (inclusive of the form
            of global note of the Company's 1.600% Notes due 2030)

 4.3          Form of Global Note representing 1.600% Note due 2030 (included as
            part of Exhibit 4.2).

 5.1          Opinion of Willkie Farr & Gallagher LLP

23.1          Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




                                      -3-

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses