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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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).
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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.
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| (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.
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| (d) | Exhibits. |
EXHIBIT INDEX
* 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