Business Context and Reporting Period
This Form 8-K was filed by Benefit Street Partners Realty Trust, Inc. (referred to as Franklin BSP Realty Trust, Inc. in metadata) on January 28, 2019. The report details unregistered sales of equity securities involving the issuance of Series A convertible preferred stock.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial data point disclosed is the capital raise commitment:
- Total Commitment: $15,000,000
- Security Type: Series A Convertible Preferred Stock ($0.01 par value)
- Purchase Price: $5,000 per share plus accrued dividends
- Investors: Two institutional investors
Material Changes
The material change reported is the execution of two joinders to a stock purchase agreement originally dated June 1, 2018. This action secures a commitment from institutional investors to purchase the preferred shares described above. The timing of the closings and the specific amount of shares sold at each closing are at the Company's sole discretion, subject to certain limitations.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure regarding the unregistered nature of the offering. The offering was made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933. Consequently, the shares may not be offered or sold in the United States absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the specific terms of the Series A Convertible Preferred Stock in the Articles Supplementary referenced in the June 6, 2018 Form 8-K.
- Confirm the identity of the two institutional investors and their commitment status.
- Monitor future filings for the actual closing dates and the number of shares issued, as these are determined at the Company's discretion.
- Review the June 6, 2018 Form 8-K (Item 1.1) for the full material terms of the Purchase Agreement.