−Removed: Benefit Street Partners Realty Trust, Inc.
−Removed: (the “Company”) is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States.
−Removed: The Company was incorporated in Maryland on November 15, 2012 and commenced business operations on May 14, 2013.
−Removed: We made a tax election to be treated as a real estate investment trust (a "REIT") for U.S.
−Removed: federal income tax purposes commencing with our taxable year ended December 31, 2013.
+Added: Franklin BSP Realty Trust, Inc.
+Added: (the “Company”), formerly known as Benefit Street Partners Realty Trust, Inc., is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States.
+Added: The Company is a Maryland corporation and has made tax elections to be treated as a real estate investment trust (a "REIT") for U.S.
+Added: federal income tax purposes since 2013.
We believe that we have qualified as a REIT and we intend to continue to meet the requirements for qualification and taxation as a REIT.
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We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.
−Removed: In addition, the Company, through a subsidiary which is treated as a taxable REIT subsidiary (a “TRS”), is indirectly subject to U.S.
+Added: In addition, the Company, through one or more subsidiaries which are each treated as a taxable REIT subsidiary (a “TRS”), is indirectly subject to U.S.
federal, state and local income taxes.
−Removed: The Company has no direct employees.
+Added: The Company has no employees.
Benefit Street Partners L.L.C.
−Removed: serves as our advisor ("Advisor") pursuant to an amended and restated advisory agreement, executed on January 19, 2018 (the "Advisory Agreement").
+Added: serves as our advisor ("Advisor") pursuant to an advisory agreement, as amended on August 18, 2021 (the "Advisory Agreement").
The Advisor, an investment adviser registered with the SEC, is a credit-focused alternative asset management firm.
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The advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton”.
−Removed: The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans.
+Added: The Company primarily invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans.
The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") securitization transactions.
−Removed: The Company also invests in commercial real estate securities and properties.
+Added: The Company also invests in commercial real estate securities.
Real estate securities may include CMBS, senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ("CDOs").
−Removed: Property investments, other than properties owned in connection with a foreclosure, are generally subject to triple net leases.
+Added: The Company also owns real estate acquired by the Company through foreclosure and deed in lieu of foreclosure, and purchased for investment, typically subject to triple net leases.
+Added: On October 19, 2021, the Company completed a merger with Capstead Mortgage Corporation (“Capstead”) pursuant to which Capstead merged into a wholly-owned subsidiary of the Company, and the Company’s common stock commenced trading on the New York Stock Exchange ("NYSE") under the ticker “FBRT”.
+Added: The Capstead assets acquired in the merger consist primarily of cash and residential adjustable-rate mortgage pass-through securities issued and guaranteed by government-sponsored enterprises or by an agency of the federal government.
+Added: The Company intends to reinvest the cash and proceeds from dividends, interest, repayments and sales of the assets acquired in the merger into its own investment strategies.
Investment Objectives
−Removed: We plan to implement policies and strategies to achieve our primary investment objectives:
−Removed: • to pay attractive and stable cash distributions to stockholders;
−Removed: • to preserve and return stockholders’ invested capital.
+Added: We plan to implement policies and strategies to provide our common shareholders attractive, risk-adjusted returns through a stable divided and capital growth.
Investment Strategies and Policies
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The fourth strategy represents real estate acquired by the Company through foreclosure and deed in lieu of foreclosure, and purchases of real estate that generally are, or will be, subject to a triple net lease.
−Removed: We will seek to create and maintain a portfolio of commercial real estate investments that generate stable income to enable us to pay attractive and consistent cash distributions to our stockholders.
−Removed: Our focus on originating and acquiring commercial real estate debt instruments emphasizes the payment of current returns to investors and preservation of invested capital as our primary investment objectives.
+Added: As noted above, we also acquired a significant portfolio of residential adjustable-rate mortgage pass-through securities issued and guaranteed by government-sponsored enterprises or by an agency of the federal government in our merger with Capstead.
+Added: We intend to reinvest the cash and proceeds from dividends, interest, repayments and sales of these assets into our four investment strategies.
Commercial Real Estate Debt
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Commercial Real Estate Securities
−Removed: In addition to our focus on origination of and investments in commercial real estate debt, we may also acquire commercial real estate securities, such as CMBS, unsecured REIT debt, CDO notes, and equity investments in entities that own commercial real estate.
+Added: In addition to our focus on origination of and investments in commercial real estate debt, we may also acquire commercial real estate securities, such as CMBS, RMBS, unsecured REIT debt, CDO notes, and equity investments in entities that own commercial real estate.
CMBS are securities that are collateralized by, or evidence ownership interests in, a single commercial mortgage loan or a partial or entire pool of mortgage loans secured by commercial properties.
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The Conduit loans are typically fixed-rate commercial real estate loans and are long (up to ten years) term, and are predominantly current-pay loans.
−Removed: Other Possible Investments
+Added: Ownership of Properties and Other Possible Investments
Although we expect that most of our investments will be of the types described above, we may make other investments.
−Removed: We may invest in whatever types of interests in real estate-related assets that we believe are in our best interest which may include the commercial real property underlying our debt investments as a result of a loan workout, foreclosure or similar circumstances.
+Added: For example, we own and expect in the future to own real estate acquired by the Company through foreclosure and deed in lieu of foreclosure, or from purchases of real estate that generally are, or will be, subject to a triple net lease.
+Added: We may also invest in whatever other types of interests in real estate-related assets that we believe are in our best interest which may include the commercial real property underlying our debt investments as a result of a loan workout, foreclosure or similar circumstances.
Investment Process
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Our board of directors reviews our aggregate borrowings at least quarterly.
−Removed: We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2013.
+Added: We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") commencing with the taxable year ended December 31, 2013.
In general, as a REIT, if we meet certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, we will not be subject to U.S.
federal income tax to the extent of the income that we distribute.
−Removed: We believe that we currently qualify and we intend to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code").
+Added: We believe that we currently qualify and we intend to continue to qualify as a REIT under the Internal Revenue Code.
If we fail to qualify as a REIT in any taxable year and statutory relief provisions were not to apply, we will be subject to U.S.
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federal income and excise taxes on our undistributed income.
−Removed: We pay income taxes on our Conduit segment, which is conducted by our wholly-owned TRS.
+Added: We pay income taxes on our Conduit segment, which is conducted by our wholly-owned TRS entities.
The income taxes on the Conduit segment are paid at the U.S.
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Although we believe that we are well positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.
−Removed: As of December 31, 2020, we had no direct employees.
+Added: As of December 31, 2021, we had no employees.
Our executive officers serve as officers of our Advisor and are employed by an affiliate of our Advisor.
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While we expect that additional new regulations in these areas will be adopted and existing ones may change in the future, it is not possible at this time to forecast the exact nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon our future business, financial condition, or results of operations or prospects.
−Removed: Impact of COVID-19
−Removed: Refer to “Covid-19 Pandemic” in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K for a discussion of the impact COVID-19 is having on our business and results of operations and financial condition.
Available Information
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The SEC maintains an internet address at www.sec.gov that contains reports, proxy statements and information statements, and other information, which may be obtained free of charge.
−Removed: In addition, copies of our filings with the SEC may be obtained from the website maintained for us at www.bsprealtytrust.com .
+Added: In addition, copies of our filings with the SEC may be obtained from the website maintained for us at www.fbrtreit.com .
Access to these filings is free of charge.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.