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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):
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. ¨
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 1, 2025 (the “Closing Date”), FBRT OP LLC (“Purchaser
OP”), a consolidated subsidiary of Franklin BSP Realty Trust, Inc. (the “Company”), and FBRT Sub REIT TRS LLC,
also a consolidated subsidiary of the Company (together with Purchaser OP, “Purchaser”), completed the previously announced
purchase of all of the issued and outstanding membership interests and units (the “Purchased Interests”) of NewPoint Holdings
JV LLC (“NewPoint”) held by each of the holders (the “Existing Equityholders”) of the membership interests and
units of NewPoint. The purchase was effected pursuant to the Purchase and Sale Agreement (the “Agreement”), by and among the
Company, Purchaser, NewPoint, the Existing Equityholders, and, solely in their capacity as the joint representatives of the Existing Equityholders,
Meridian Bravo Investment Company, LLC and BMC Holdings DE LLC, as previously disclosed by the Company.
Under the terms and subject to the conditions set forth in the Agreement,
following satisfaction of all of the closing conditions, Purchaser purchased all of NewPoint’s Purchased Interests. In exchange
for the Purchased Interests, (i) Purchaser paid to the Existing Equityholders an aggregate amount of $318,750,000 in cash, as such amount
was adjusted (and remains subject to further post-closing adjustment) in accordance with the purchase price adjustment mechanism set forth
in the Agreement, and (ii) Purchaser OP issued to the Existing Equityholders (or their designees) an aggregate of 8,385,951 Class A
Units of Purchaser OP.
The foregoing description of the Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit
2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on
March 10, 2025 and is incorporated by reference herein.
| Item 3.02. | Unregistered Sales of Equity Securities. |
As described above, pursuant to the terms of the Agreement, on the
Closing Date, Purchaser OP issued to the Existing Equityholders (or their designees) an aggregate of 8,385,951 Class A Units of Purchaser
OP. The offer and sale of such Class A Units was made in reliance on the exemption from registration provided under Section 4(a)(2) of
the Securities Act of 1933. Pursuant to the terms of the operating agreement of Purchaser OP, after 12 months from issuance, holders of
the Class A Units may elect to have the Class A Units redeemed, in which case the Company and Purchaser OP will have the option
to satisfy the redemption consideration with either cash (based on the trading price of the Company’s Common Stock) or the delivery
of one share of the Company’s Common Stock for each Class A Unit of Purchaser OP.
| Item 7.01. | Regulation FD Disclosure. |
On July 1, 2025, the Company issued a press release announcing the
acquisition of NewPoint. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1,
shall not be incorporated by reference into any filing of the registrant, whether made before, on or after the date hereof, regardless
of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information
contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
| 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 will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed.
|
| |
(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 this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must 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. |
| 99.1 |
|
Press Release issued by Franklin BSP Realty Trust, Inc. on July 1, 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 1, 2025
