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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):
April 15, 2026
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 1.01. Entry into a Material Definitive Agreement.
On April 15, 2026 (the “Closing Date”),
a consolidated subsidiary of Franklin BSP Realty Trust, Inc. (the “Company”), BSPRT 2026-FL13 Issuer, LLC (the “Issuer”),
closed an approximately $880.4 million commercial real estate mortgage securitization transaction, and sold approximately $778.1 million
of the securitization’s notes in a private placement.
The notes were issued pursuant to an indenture
(the “Indenture”), dated as of the Closing Date, by and among the Issuer, Benefit Street Partners Realty Operating Partnership,
L.P., as advancing agent (the “Advancing Agent”), Wilmington Trust, National Association,, as trustee (the “Trustee”)
and Computershare Trust Company, National Association, as note administrator (the “Note Administrator”) and custodian, and
in other capacities.
The information contained in Item 2.03 of this
Form 8-K regarding the terms of the Indenture and the notes is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The Notes have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
The net proceeds of the sale of the Offered Notes
will be used primarily to repay borrowings under the Company’s current credit facilities, fund future loans and investments and
for general corporate purposes.
The aggregate principal amounts of the following
nine classes of Notes (each, a “Class”) were issued pursuant to the terms of the Indenture: (i) $510,658,000 Class A
Senior Secured Floating Rate Notes Due 2043 (the “Class A Notes”); (ii) $97,950,000 Class A-S Second Priority
Secured Floating Rate Notes Due 2043 (the “Class A-S Notes”); (iii) $55,028,000 Class B Third Priority Secured
Floating Rate Notes Due 2043 (the “Class B Notes”); (iv) $55,028,000 Class C Fourth Priority Secured Floating
Rate Notes Due 2043 (the “Class C Notes”); (v) $31,916,000 Class D Fifth Priority Secured Floating Rate Notes
Due 2043 (the “Class D Notes”); (vi) $27,514,000 Class E Sixth Priority Secured Floating Rate Notes Due 2043
(the “Class E Notes” and, together with the Class A Notes, the Class A-S Notes, the Class B Notes, the
Class C Notes and the Class D Notes, the “Offered Notes”); $12,106,000 Class F Seventh Priority Secured Floating
Rate Notes Due 2043 (the “Class F Notes”), $11,005,000 Class G Eighth Priority Secured Floating Rate Notes Due 2043
(the “Class G Notes”), $19,810,000 Class H Ninth Priority Secured Floating Rate Notes Due 2043 (the “Class H
Notes”) and $59,431,101 Class J Income Notes Due 2043 (the “Class J Notes,” and together with the Class F
Notes, the Class G Notes, the Class H Notes and the Offered Notes, the “Notes”). A wholly-owned subsidiary of the
Company retained the preferred shares of the Issuer.
The Offered Notes are secured by a portfolio (the
“Portfolio”) comprising of commercial and/or multifamily real estate mortgage loans, combinations of a Mortgage Loan and a
related mezzanine loan and/or fully-funded senior, senior pari passu or pari passu participation interests or promissory
notes in (i) a Mortgage Loan, (ii) senior, senior pari passu or pari passu promissory notes evidencing a portion
of a Mortgage Loan or (iii) a Combined Loan with an aggregate principal balance of approximately $880.4 million as of the Closing
Date. Through its ownership of the equity of the Issuer, the Company intends to own the Portfolio until its maturity and will account
for the issuance of the Offered Notes on its balance sheet as a financing.
The Portfolio was purchased by the Issuer on the
Closing Date from a consolidated subsidiary of the Company, and such seller made certain representations and warranties to the Issuer
with respect to the mortgage assets it sold. If any such representations or warranties are materially inaccurate, the Issuer may compel
the seller to repurchase the affected mortgage assets from it for an amount not exceeding par plus accrued interest and certain additional
charges, if then applicable.
The Issuer, the Advancing Agent, Benefit Street
Partners L.L.C., the Note Administrator and the Trustee entered into a servicing agreement (the “Servicing Agreement”) with
NewPoint Real Estate Capital LLC, as servicer (the “Servicer”), BSP Special Servicer, LLC, as general special servicer
(the “General Special Servicer”), and Situs Holdings, LLC, as affiliated loan special servicer (the “Affiliated
Loan Special Servicer”), pursuant to which the Servicer agreed to act as the servicer for the mortgage assets, the General Special
Servicer agreed to act as general special servicer for the mortgage assets and the Affiliated Loan Special Servicer agreed to act as affiliated
loan special servicer.
In connection with its duties under the Servicing
Agreement, the Servicer will be entitled to a monthly servicing fee equal to 0.040% per annum of the outstanding principal balance of
each mortgage asset and a monthly investor reporting fee in the amount of $1,250. The Servicer will also be entitled to retain all late
payment charges and similar fees (to the extent not payable to the Special Servicer) and all income and gain realized from the investment
of funds deposited in the accounts maintained by the Servicer, subject to the terms of the Servicing Agreement.
In connection with its duties under the Servicing
Agreement, the Special Servicer will be entitled to a monthly special servicing fee equal to 0.25% per annum of the outstanding principal
balance of each specially serviced mortgage asset and additional special servicing compensation in the form of (i) a workout fee
with respect to each corrected mortgage asset equal to 1.00% of each collection of interest and principal for so long as it remains a
corrected mortgage asset and (ii) a liquidation fee equal to 1.00% of any liquidation proceeds or full or discounted payoff of a
specially serviced mortgage asset; provided that the Special Servicer will be entitled to receive only a liquidation fee or a workout
fee, but not both, with respect to any mortgage asset. The Special Servicer will also be entitled to reimbursement of expenses, as permitted
under the Servicing Agreement.
The Notes represent limited recourse obligations
of the Issuer, payable solely from the cash flow generated by the Portfolio and any other assets of the Company, including the proceeds
of any sale of assets by the Company. To the extent that cash flow from the Portfolio and other pledged assets is insufficient to make
payments in respect of the Notes, none of the shareholders, members, officers, directors, managers or incorporators of the Issuer, the
Note Administrator, the Trustee, the Servicer, the Special Servicer, the Placement Agents, any of their respective affiliates or any other
person or entity will have any obligation to pay any further amounts in respect of the Notes.
The Offered Notes have initial interest rates
as follows: 1.5000% plus 1 Month CME Term SOFR for the Class A Notes, 1.7000% plus 1 Month CME Term SOFR for the Class A-S Notes,
2.0000% plus 1 Month CME Term SOFR for the Class B Notes, 2.2000% plus 1 Month CME Term SOFR for the Class C Notes, 3.0500%
plus 1 Month CME Term SOFR for the Class D Notes, and 4.0000% plus 1 Month CME Term SOFR for the Class E Notes. Interest payments
on the Notes are payable monthly, beginning on May 18, 2026, until and including October 18, 2043, which is the stated maturity
date of each of the Notes. The Advancing Agent may be required to advance interest payments due on the Notes subject to the conditions
set forth in the Indenture.
Each Class of Notes will mature at par on
October 18, 2043, unless redeemed or repaid prior thereto. Principal payments on each class of Notes will be paid at the stated
maturity in accordance with the priority of payments set forth in the Indenture. It is anticipated, however, that the Notes will be paid
in advance of the stated maturity date in accordance with the priority of payments set forth in the Indenture. The initial weighted average
life of each class of Offered Notes is currently expected to be 3.09 years for the Class A Notes, 4.17 years for the Class A-S
Notes, 4.65 years for the Class B Notes, 4.68 years for the Class C Notes, 4.73 years for the Class D Notes and 4.76 years
for the Class E Notes. The calculation of the weighted average lives of the Offered Notes assumes certain collateral characteristics,
including that there are no prepayments, defaults or delinquencies. There can be no assurance that such assumptions will be met.
Subject to certain conditions described in the
Indenture, on any payment date occurring in January, April, July or October in each year, beginning on the payment date occurring
in April 2036, the Issuer will redeem the Notes.
The Notes are subject to a clean-up call redemption,
in whole but not in part, on any interest payment date on which the aggregate outstanding principal amount of the Offered Notes has been
reduced to 10% of the aggregate principal amount of the Offered Notes outstanding on the issuance date.
The Notes are also subject to a mandatory redemption,
subject to certain exceptions, on any interest payment date on which certain tests set forth in the Indenture are not satisfied.
If certain events occur that would make the Issuer
subject to paying U.S. income taxes or would make certain payments to or from the Issuer subject to withholding tax, then the Company
may require that the Issuer redeem all of the Notes.
In addition to standard events of default, the
Indenture also contains the following events of default: (1) the requirement of the Issuer or pool of assets securing the Notes to
register as an investment company under the Investment Company Act of 1940, as amended, and (2) the loss of the Issuer’s status
as a qualified REIT subsidiary or other disregarded entity of the Company, subject to certain exceptions.
The description of the Indenture above is a summary
and is qualified in its entirety by the terms of the Indenture, which is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
|
EXHIBIT INDEX |
Exhibit
No. |
|
Description |
| 10.1 |
|
Indenture, dated as of April 15, 2026, by and among BSPRT 2026-FL13 Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, Wilmington Trust, National Association, as trustee and Computershare Trust Company, National Association, as note administrator and custodian. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 20, 2026
