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
(Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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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).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On April 1, 2025, Franklin BSP Real Estate Debt, Inc. (the “Company”), entered into an advisory agreement (the “Advisory Agreement”) with Benefit Street Partners L.L.C. (the “Adviser”), pursuant to which the Company’s board of directors (the “Board”) has delegated to the Adviser the authority to source, evaluate and monitor the Company’s investment opportunities and make decisions related to the origination, acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Board.
A description of the Advisory Agreement was included under Item 13. “Certain Relationships And Related Transactions, And Director Independence—Advisory Agreement” of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025. Such description is incorporated by reference herein.
The foregoing description of the Advisory Agreement is qualified in its entirety by reference to the full text of the Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Company’s continuous private offering, on March 31, 2025, the Company sold an aggregate of 1,376,688 shares of its Class G common stock, par value $0.001 per share (the “Class G Common Stock”) and its Class G-D common stock, par value $0.001 per share (the “Class G-D Common Stock” and together with the Class G Common Stock, the “Shares”), at a price per Share equal to $25.00. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) and Regulation D thereunder.
The following table details the Shares sold:
| Title of Securities | Number of Shares Sold | Aggregate Consideration | ||
| Class G Common Stock | 1,200,088 | $30,002,200 | ||
| Class G-D Common Stock | 176,600 | $4,415,000 |
Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company’s shares on a national securities exchange, the shares of Class G Common Stock will automatically convert into a number of shares of class I common stock, par value $0.001 per share (“Class I Common Stock”), with an equivalent net asset value (“NAV”). In addition, the Company may convert shares of Class G Common Stock held by a stockholder into an equal number of shares of Class F common stock, par value $0.001 per share (“Class F Common Stock”), provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-D common stock, par value $0.001 per share (“Class F-D Common Stock”) and Class F-S common stock, par value $0.001 per share (“Class F-S Common Stock”), of the Company outstanding following such conversion.
Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company’s shares on a national securities exchange, the shares of Class G-D Common Stock will automatically convert into a number of shares of Class I Common Stock with an equivalent NAV. In addition, the Company may convert shares of Class G-D Common Stock held by a stockholder into an equal number of shares of Class F-D Common Stock, provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-S Common Stock and Class F-D Common stock outstanding following such conversion.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Franklin BSP Real Estate Debt, Inc. | ||
| By: | /s/ Jerome S. Baglien | |
| Name: Jerome S. Baglien | ||
| Title: Chief Financial Officer, Chief Operating Officer and Treasurer | ||
Date: April 3, 2025