BrightSpire Capital (NYSE: BRSP) updates $120M revolver with covenants and 2028 maturity

Rhea-AI Filing Summary

BrightSpire Capital, Inc. amended its main corporate credit facility through Amendment No. 1 to its Amended and Restated Credit Agreement. The lenders provide a revolving credit facility with an aggregate principal commitment of up to $120.0 million, including up to $25.0 million available as letters of credit, with loans available in U.S. dollars and certain foreign currencies. The agreement also allows the borrowers to increase the maximum principal amount to up to $180.0 million, subject to additional lender commitments and customary conditions.

Borrowings bear interest at either a Term SOFR-based rate plus a 2.25% margin or a base rate plus a 1.25% margin, with an unused commitment fee of 0.25% or 0.35% per year depending on utilization. Availability is limited by a borrowing base tied to the adjusted net book value of certain investment assets, and the facility currently supports borrowings up to the full $120.0 million commitment. The ability to draw new amounts ends and outstanding revolving loans mature on December 8, 2028.

The obligations are guaranteed by substantially all material wholly owned subsidiaries of BrightSpire Capital Operating Company, LLC and secured by equity pledges and certain deposit accounts. The agreement includes covenants requiring minimum consolidated tangible net worth starting at $900,000,000 plus a portion of future equity proceeds, minimum coverage ratios, and a maximum consolidated total debt to consolidated total assets ratio of 0.80 to 1.00, along with customary events of default that could lead to termination of the facility and acceleration of repayment.

Insights

Credit and capital structure analyst

BrightSpire extends and structures a secured revolving credit facility with defined leverage and coverage covenants.

The amended facility provides a revolving commitment of up to $120.0 million, with the option to raise it to $180.0 million if additional lender commitments are obtained. This gives BrightSpire OP multi-currency funding flexibility through December 8, 2028, including up to $25.0 million for letters of credit tied to its investment activities.

Pricing is linked to benchmark rates, using either Term SOFR plus a 2.25% margin or a base rate plus a 1.25% margin, and includes unused commitment fees of 0.25% or 0.35%. Availability is governed by a borrowing base based on adjusted net book value of certain investment assets, and borrowings outstanding longer than 180 days reduce that borrowing base by 50% until repaid, encouraging shorter-term usage.

Financial covenants require minimum consolidated tangible net worth of at least $900,000,000 plus 70% of specified future equity proceeds, a minimum EBITDA plus lease expenses to fixed charges ratio of 1.40 to 1.00, a minimum interest coverage ratio of 3.00 to 1.00, and a consolidated total debt to consolidated total assets cap of 0.80 to 1.00. These tests, combined with guarantees from substantially all material wholly owned subsidiaries and collateral consisting of equity interests and deposit accounts, frame lender protections and could constrain leverage or distributions if performance weakens.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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0001717547false00017175472025-12-092025-12-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 `

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2025

BrightSpire Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-38377

38-4046290

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

590 Madison Avenue, 33rd Floor

New York, NY 10022

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (212) 547-2631

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐             Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

BRSP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to Amended and Restated Credit Agreement

On December 9, 2025, BrightSpire Capital Operating Company, LLC (“BrightSpire OP”) (together with certain subsidiaries of BrightSpire OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amendment No. 1 to that certain Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of January 28, 2022, with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which Amended Credit Agreement the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $120.0 million, of which up to $25.0 million is available as letters of credit. Loans under the Amended Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and swiss francs.

The Amended Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount to up to $180.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.

Advances under the Amended Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) a Term SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term SOFR rate for a one month interest period plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to unutilized borrowing capacity under the Amended Credit Agreement. Amounts owing under the Amended Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a Term SOFR rate election is in effect.

The maximum amount available for borrowing at any time under the Amended Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of the date hereof, the borrowing base valuation is sufficient to permit borrowings of up to the entire $120.0 million commitment. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation shall be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Amended Credit Agreement terminates and any outstanding revolving loans will mature on December 8, 2028.

The obligations of the Borrowers under the Amended Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of BrightSpire OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.

The Amended Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange or any other U.S. national or international securities exchange, and limitations on debt, liens and restricted payments. In addition, the Amended Credit Agreement includes the following financial covenants applicable to BrightSpire OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of BrightSpire OP greater than or equal to the sum of (i) $900,000,000 and (ii) 70% of the net cash proceeds received by BrightSpire OP from any offering of its common equity after December 9, 2025 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to BrightSpire OP, excluding any such proceeds that are contributed to BrightSpire OP within ninety (90) days of receipt and applied to acquire capital stock of BrightSpire OP; (b) BrightSpire OP’s EBITDA plus lease expenses to fixed charges for any period of four (4) consecutive fiscal quarters not less than 1.40 to 1.00; (c) BrightSpire OP’s minimum interest coverage ratio not less than 3.00 to 1.00; and (d) BrightSpire OP’s ratio of consolidated total debt to consolidated total assets must not exceed 0.80 to 1.00. The Amended Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of BrightSpire OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.

The foregoing description of the Amended Credit Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and 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 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.

Exhibit No.						Description of Exhibit
10.1						Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 9, 2025, by and among BrightSpire Capital Operating Company, LLC, as a borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 9, 2025			BRIGHTSPIRE CAPITAL, INC.
			By:			/s/ David A. Palamé
			Name:			David A. Palamé
			Title:			General Counsel & Secretary

FAQ

What did BrightSpire Capital (BRSP) change in its credit facility?

BrightSpire Capital Operating Company, LLC entered into Amendment No. 1 to its Amended and Restated Credit Agreement, maintaining a revolving credit facility with an aggregate principal commitment of up to $120.0 million, including up to $25.0 million for letters of credit, and extending availability for new borrowings until December 8, 2028.

How large is BrightSpire Capitals revolving credit facility under the amended agreement?

The amended agreement provides a revolving credit facility with commitments totaling up to $120.0 million, of which up to $25.0 million may be used for letters of credit, with loans available in U.S. dollars and certain foreign currencies.

Can BrightSpire Capital increase the size of its credit facility under this amendment?

Yes. The amended agreement includes an option to increase the maximum principal amount to up to $180.0 million, subject to one or more new or existing lenders agreeing to provide additional commitments and satisfaction of customary conditions.

What interest rates apply to borrowings under BrightSpire Capitals amended credit agreement?

Borrowings accrue interest at the borrowers election at either a Term SOFR rate plus a 2.25% margin or a base rate equal to the highest of three benchmarks plus a 1.25% margin. An unused commitment fee of 0.25% or 0.35% per year applies based on facility utilization.

What financial covenants must BrightSpire Capital meet under the amended credit agreement?

The agreement requires minimum consolidated tangible net worth of at least $900,000,000 plus 70% of certain future equity proceeds, an EBITDA plus lease expenses to fixed charges ratio of at least 1.40 to 1.00, a minimum interest coverage ratio of 3.00 to 1.00, and a maximum consolidated total debt to consolidated total assets ratio of 0.80 to 1.00.

How is BrightSpire Capitals amended credit facility secured and guaranteed?

Obligations under the amended credit agreement are guaranteed by substantially all material wholly owned subsidiaries of BrightSpire Capital Operating Company, LLC and are secured by pledges of substantially all equity interests owned by the borrowers and guarantors, plus a security interest in certain deposit accounts where investment asset distribution proceeds are maintained.

What happens if BrightSpire Capital defaults under the amended credit agreement?

Customary events of default include missed payments, covenant breaches, cross defaults to material debt, material judgment defaults, bankruptcy events, and certain change of control events. If an event of default occurs, it may limit distributions by BrightSpire OP and its subsidiaries, allow termination of the credit facility, accelerate repayment obligations, and permit lenders to exercise remedies against the collateral.