FBRT 8-K
Franklin BSP Realty Trust, Inc. (FBRT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
At-the-Market-Offering Sales Agreement Amendment
On November 8, 2024, Franklin BSP Realty Trust, Inc. (the “Company”), Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Benefit Street Partners L.L.C. entered into an amendment (“Amendment No. 1”) to the Sales Agreement dated April 14, 2023 (as amended by Amendment No. 1, the “Sales Agreement”) with Barclays Capital Inc., B. Riley Securities, Inc., Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC and Raymond James & Associates, Inc. as sales agents (in such capacity, each an “Agent” and together, the “Agents”), pursuant to which the Company may sell, from time to time, and at various prices, through the Agents, of shares of the Company’s common stock (the “Common Stock”) in a $200.0 million at-the-market offering program (“ATM program”).
The amendment was entered into to extend the term of the Sales Agreement in connection with the filing of the Company’s new registration statement on Form S-3 filed with the Securities and Exchange Commission on November 8, 2024 (the “Registration Statement”). The Company has not sold any shares of Common Stock under the Sales Agreement to date. The Company does not presently intend to utilize the ATM program given current market conditions, but the Company believes that the ATM program, together with the Company’s existing share repurchase program, provides the Company with maximum flexibility to capitalize on a wide range of potential capital markets environments.
Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell the Common Stock that may be designated by the Company pursuant to the Sales Agreement on the terms and subject to the conditions of the Sales Agreement. Sales, if any, of the Common Stock made through the Agents, pursuant to the Sales Agreement, may be made in “at the market” offerings (as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)), by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any manner permitted by applicable law or as otherwise as may be agreed by the Company and any Agent. The Company will offer and sell shares of common stock through only one Agent on any given trading day.
The Company or any Agent may at any time suspend an offering of Common Stock pursuant to the terms of the Sales Agreement. The offering of Common Stock pursuant to the Sales Agreement will terminate upon the earliest of (i) the sale of shares of our common stock subject to the Sales Agreement and any terms agreement having an aggregate gross sales price of $200,000,000 and (ii) the termination of the Sales Agreement by us. In addition, each sales agent has the right to terminate the Sales Agreement only as to itself.
The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement in the Sales Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act.
The Company intends to use the net proceeds from this offering to originate additional commercial mortgage loans and other target assets and investments. The Company may also use a portion of the net proceeds for other general corporate purposes, including, but not limited to, the payment of liabilities and other working capital needs.
The Company will pay each Agent a Commission that will not exceed 2.0% of the gross sales price of all shares of Common Stock sold through it as our Agent pursuant to the Sales Agreement.
The Common Stock sold under the ATM program will be issued pursuant to a prospectus supplement and the accompanying base prospectus, each dated November 8, 2024, forming part of the Company’s new shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on November 8, 2024.
The form of the Sales Agreement is attached to this Current Report on Form 8-K as Exhibits 1.1 and 1.2 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibits 1.1 and 1.2. A copy of the opinion of Hogan Lovells US LLP regarding the legality of the Common Stock that may be issued under the ATM Program is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K.
Resale Prospectus Supplement
In connection with the filing of the new Registration Statement, on November 8, 2024, the Company also filed a prospectus supplement to the prospectus that forms a part of the Registration Statement registering the sale from time to time by the selling stockholder named therein of up to 1,882,841 shares of Common Stock (representing the amount of unsold shares previously registered for resale by the selling stockholder) on the prospectus supplement dated December 22, 2023 to the base prospectus forming a part of the Company’s prior registration statement on Form S-3 filed on November 12, 2021. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholder. A copy of the opinion of Hogan Lovells US LLP regarding the legality of the Common Stock is attached hereto as Exhibit 5.2 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are attached to this Current Report on Form 8-K:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their 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, Chief Operating Officer and Treasurer | |
November 8, 2024
Exhibit 1.2
Franklin BSP Realty Trust, Inc.
$200,000,000 Common Stock (par value $0.01 per share)
AMENDMENT NO. 1 to the
SALES AGREEMENT
November 8, 2024
Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, NY 10171
Citizens JMP Securities, LLC
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
JonesTrading Institutional Services LLC
325 Hudson Street, 6th Floor
New York, NY 10013
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10017
Raymond James & Associates, Inc.
880 Carillon Parkway, Tower 3
St. Petersburg, FL 33716
Addressees:
Reference is made to the Sales Agreement, dated April 14, 2023 (the “Agreement”), by and among Franklin BSP Realty Trust, Inc., a Maryland corporation (the “Company”), Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), Benefit Street Partners L.L.C., a Delaware limited liability company and the Company’s advisor (the “Advisor”) and Barclays Capital Inc., B. Riley Securities, Inc., Citizen JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC and Raymond James & Associates, Inc., as sales agents (the “Agents”). Pursuant to the Agreement, the Company proposes to sell from time to time through the Agents shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000 (the “Stock”) on the terms set forth in the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
The Company, the Operating Partnership, the Advisor and the Agents wish to amend the Agreement through this Amendment No. 1 to the Sales Agreement (this “Amendment”) to modify the Agreement solely as set forth below with effect on and after the date hereof.
I. Amendments to the Agreement. The Company, the Operating Partnership, the Advisor and the Agents agree, from and after the date hereof, that:
1. The reference in the first sentence of Section 1(a) of the Agreement to “Form S-3 (File No. 333-261039)” shall be replaced with “Form S-3 (Filed with the Commission on November 8, 2024).”
2. The definition of “Registration Statement” in Section 1(a)(viii) of the Agreement is deleted in its entirety and replaced with the following:
“Registration Statement” means, collectively, the various parts of such shelf registration statement on Form S-3 filed with the Commission on November 8, 2024 relating to the Stock, each as amended, as of the Effective Date for such part, including any Prospectus and all exhibits to such Registration Statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such Registration Statement as of the Effective Date; provided, however, that upon the termination or expiration of the Registration Statement on Form S-3 filed with the Commission on November 8, 2024 or the filing of a new Registration Statement on Form S-3, “Registration Statement” shall refer to the most recent shelf registration statement on Form S-3 relating to the Stock filed by the Company as of its most recent Effective Date, including any Prospectus and all exhibits to such Registration Statement, including the information deemed by virtue of Rule 430B under the Securities Act to be part of such Registration Statement as of the Effective Date. Any reference to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of the Prospectus, as the case may be.
3. Section 8(c) of the Agreement is deleted in its entirety and replaced with the following:
(c) This Agreement shall remain in full force and effect until such time as Stock having an aggregate offering price of $200,000,000 shall have been issued and sold hereunder, unless terminated earlier pursuant to Section 8(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 1, Section 2, Section 5, Section 7, and Section 8 of this Agreement shall remain in full force and effect.
4. All references in the Agreement to “JMP Securities LLC” shall be replaced with “Citizens JMP Securities, LLC.”
5. All references in the Agreement to “Ernst & Young LLP” shall be replaced with “PricewaterhouseCoopers LLP.”
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II. Governing Law. This Amendment and any transaction contemplated by this Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles that would result in the application of any other law than the laws of the State of New York (other than Section 5-1401 of the General Obligations Law).
III. Counterparts. This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. Delivery of an executed Amendment by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
IV. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Agreement shall remain in full force and effect. As amended hereby, the Agreement is ratified and confirmed in all respects.
V. Recognition of the U.S. Special Resolution Regimes.
1. In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Amendment, and any interest and obligation in or under this Amendment, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Amendment, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
2. In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Amendment that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Amendment were governed by the laws of the United States or a state of the United States.
For the purposes of this Section V, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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[Signature Page Follows]
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If the foregoing correctly sets forth the agreement between the Company, the Operating Partnership, the Advisor and the Agents, please indicate your acceptance in the space provided for that purpose below.
| Very truly yours, | |||
| FRANKLIN BSP REALTY TRUST, INC. | |||
| By: | /s/ Jerome S. Baglien | ||
| Name: | Jerome S. Baglien | ||
| Title: | Chief Financial Officer, Chief Operating Officer and President | ||
| BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P. | |||
| By: Franklin BSP Realty Trust, Inc., its general partner | |||
| By: | /s/ Jerome S. Baglien | ||
| Name: | Jerome S. Baglien | ||
| Title: | Chief Financial Officer, Chief Operating Officer and President | ||
| BENEFIT STREET PARTNERS L.L.C. | |||
| By: | /s/ Bryan Martoken | ||
| Name: | Bryan Martoken | ||
| Title: | Chief Financial Officer | ||
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| Accepted: | ||
| Barclays Capital Inc. | ||
| By: | /s/ Warren Fixmer | |
| Name: Warren Fixmer | ||
| Title: Managing Director | ||
| B. Riley Securities, Inc. | ||
| By: | /s/ Mike Cavanagh | |
| Name: Mike Cavanagh | ||
| Title: Managing Director | ||
| Citizens JMP Securities, LLC | ||
| By: | /s/ Jorge Solares-Parkhurst | |
| Name: Jorge Solares-Parkhurst | ||
| Title: Managing Director | ||
| JonesTrading Institutional Services LLC | ||
| By: | /s/ Burke Cook | |
| Name: Burke Cook | ||
| Title: General Counsel & Secretary | ||
| J.P. Morgan Securities LLC | ||
| By: | /s/ Sanjeet Dewal | |
| Name: Sanjeet Dewal | ||
| Title: Managing Director | ||
| Raymond James & Associates, Inc. | ||
| By: | /s/ Jozsi Popper | |
| Name: Jozsi Popper | ||
| Title: Managing Director | ||
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Exhibit 5.1
 |
Hogan Lovells US LLP Columbia Square 555 Thirteenth Street NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
November 8, 2024
Board of Directors
Franklin BSP Realty Trust, Inc.
1345 Avenue of the Americas, Suite 32A
New York, New York 10105
To the addressees referred to above:
We are acting as counsel to Franklin BSP Realty Trust, Inc., a Maryland corporation (the “Company”), and Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with the issuance and sale from time to time and at various prices, through Barclays Capital Inc., B. Riley Securities, Inc., Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC and Raymond James & Associates, Inc., as sales agents (the “Agents”), of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000 (the “Shares”), pursuant to the terms of the Sales Agreement, dated as of April 14, 2023, as amended by Amendment No. 1 to the Sales Agreement, dated November [8], 2024 (as so amended, the “Sales Agreement”), by and among the Company, the Operating Partnership, Benefit Street Partners L.L.C., a Delaware limited liability company, and the Agents. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated November [8], 2024 and the accompanying base prospectus dated November [8], 2024 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3 that became effective upon filing with the Securities and Exchange Commission on November [8], 2024 (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Articles of Amendment and Restatement. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com
This opinion letter is based as to matters of law solely on the applicable provisions of the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company and the Operating Partnership of the Sales Agreement, (ii) authorization by the Company’s Board of Directors, or authorization by a duly authorized pricing committee thereof, within the limitations established by resolutions duly adopted by the Company’s Board of Directors and duly authorized pricing committee thereof and in each case made available to us, of the terms pursuant to which the Shares may be sold pursuant to the Sales Agreement, (iii) authorization by a duly authorized executive officer, designated by the pricing committee to approve instruction notices under the Sales Agreement, of the terms of the applicable instruction notice executed in a manner consistent with the foregoing and pursuant to which the Shares may be sold pursuant to the Sales Agreement, (iv) issuance of the Shares pursuant to the terms established by the Board of Directors and the pricing committee thereof and the terms of the applicable instruction notice, and (v) receipt by the Company of the proceeds for the Shares sold pursuant to such terms and such applicable instruction notice, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
| Very truly yours, | |
| /s/ HOGAN LOVELLS US LLP |
Exhibit 5.2
 |
Hogan Lovells US LLP Columbia Square 555 Thirteenth Street NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
November 8, 2024
Board of Directors
Franklin BSP Realty Trust, Inc.
1345 Avenue of the Americas, Suite 32A
New York, New York 10105
Ladies and Gentlemen:
We are acting as counsel to Franklin BSP Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with the public offering by entities affiliated with Benefit Street Partners L.L.C. (collectively, the “Selling Stockholder”) of up to 1,882,841 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) currently issued and outstanding (the “Shares”), pursuant to the prospectus supplement, dated November 8, 2024 (the “Prospectus Supplement”) to the Company’s registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) on November 8, 2024, including a base prospectus (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”) that forms a part thereof. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing. For purposes of our opinion, we assume that, to the extent that any of the Shares were originally issued by the Company prior to April 14, 2016, such Shares were, when originally issued, duly authorized, validly issued, fully-paid and non-assessable, and were the subject of a legal opinion issued prior to the date hereof by another firm of licensed attorneys to such effect.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com
This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares are validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
| Very truly yours, | |
| /s/ HOGAN LOVELLS US LLP |