Business Context and Reporting Period
Company: Benefit Street Partners Realty Trust, Inc. (Franklin BSP Realty Trust, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: October 29, 2019
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing reports a specific capital transaction rather than periodic financial performance. Consequently, revenue, profit, cash flow, margins, and debt metrics are not disclosed in this document.
- Transaction Type: Joinder to a Stock Purchase Agreement for Series A Convertible Preferred Stock.
- Total Commitment Amount: $10,000,000.
- Price Per Share: $5,000 (plus accrued dividends).
- Liquidation Preference: $5,000 per share.
- Investor Type: Institutional Investor.
Material Changes
The Company entered into a joinder to a Purchase Agreement originally dated June 1, 2018. This action commits an institutional investor to purchase up to $10,000,000 of Series A convertible preferred stock. The timing of closings and the specific amount of shares sold at each closing are at the Company's sole discretion, subject to limitations.
Guidance, Outlook, and Risks
Regulatory Status: The offering was not registered under the Securities Act of 1933. It is being made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act.
Restrictions: The shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Management Commentary: The filing incorporates by reference the material terms of the Purchase Agreement and Preferred Stock from a previous Form 8-K filed on June 6, 2018. No forward-looking guidance or outlook is provided in this specific report.
Investor Verification Checklist
- Verify the terms of the Series A Convertible Preferred Stock in the June 6, 2018 Form 8-K (Item 1.1) referenced in this filing.
- Confirm the identity of the institutional investor and any potential conflicts of interest.
- Monitor future filings for actual closing dates and the specific number of shares issued against the $10,000,000 commitment.
- Review the Company's latest 10-Q or 10-K for the impact of this preferred stock on overall capitalization and dividend obligations.