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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 1, 2025
Franklin
BSP Realty Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland |
001-40923 |
46-1406086 |
| (State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
| of incorporation) |
|
Identification No.) |
1
Madison Ave., Suite
1600
New York, New York 10010
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 588-6770
(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 (see General Instruction
A.2 below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-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 |
| Common Stock, par value $0.01 per share |
FBRT |
New York Stock Exchange |
| 7.50%
Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share |
FBRT PRE |
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. ¨
Explanatory Note
On July 1, 2025, Franklin BSP
Realty Trust, Inc. (the "Company") filed a Current Report on Form 8-K (the “Original Form 8-K) with the U.S. Securities
and Exchange Commission (the "SEC"), in connection with the consummation on July 1, 2025, of the previously announced purchase
of all of the issued and outstanding membership interests and units of NewPoint Holdings JV LLC ("NewPoint") by FBRT OP LLC
("Purchaser OP"), a consolidated subsidiary of the Company, and FBRT Sub REIT TRS LLC, also a consolidated subsidiary of the
Company (together with Purchaser OP, "Purchaser"). This Current Report on Form 8-K/A is being filed to amend the Form 8-K to
provide the financial statements described below, in accordance with the requirements of Item 9.01 of Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| |
(a) |
Financial statements of business acquired.
The financial statements required by Item 9.01(a) of Form 8-K
in connection with the acquisition of NewPoint are filed as Exhibit 99.2 and 99.3 and incorporated herein by reference.
|
| |
(b) |
Pro forma financial information.
The pro forma financial statements required by Item 9.01(b) of Form
8-K will be filed by amendment to the Original Form 8-K no later than 71 days after the date the Original Form 8-K was required to be
filed.
|
| |
(d) |
Exhibits. |
EXHIBIT INDEX
| Exhibit |
|
|
| No. |
|
Description |
| 2.1* |
|
Purchase and Sale Agreement, dated as of March 9, 2025, by and among NewPoint Holdings JV LLC, each of the members of NewPoint Holdings JV LLC, FBRT OP LLC, FBRT Sub REIT TRS LLC, Franklin BSP Realty Trust, Inc., and certain other parties named therein, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Franklin BSP Realty Trust, Inc. on March 10, 2025. |
| 23.1 |
|
Consent of KPMG LLP. |
| 99.1 |
|
Press Release issued by Franklin BSP Realty Trust, Inc. on July 1, 2025, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Franklin BSP Realty Trust, Inc. on July 1, 2025. |
| 99.2 |
|
Audited consolidated financial statements of NewPoint Holdings JV LLC for the year ended December 31, 2024. |
| 99.3 |
|
Unaudited consolidated financial statements of NewPoint Holdings JV LLC for the six months ended June 30, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC
upon request.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
FRANKLIN BSP REALTY TRUST, INC. |
| |
|
| |
By: |
/s/ Jerome S. Baglien |
| |
Name: |
Jerome S. Baglien |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
Date: July 30, 2025
