1 unchanged sentence
There is currently no market for our securities, and we do not expect that a market for our shares will develop in the future.
−Removed: We are prohibited under the 1940 Act from selling our shares of Common Stock at an offering price, after deducting selling commissions and dealer manager fees, that is below our net asset value per share unless we obtain stockholder approval.
−Removed: In connection with any issuance of shares of our Common Stock, our Board of Directors or a committee thereof will review the then current offering price per share against the current estimated net asset value per share to ensure that we were not selling shares of our common stock at a price which, after deducting selling commissions and dealer manager fees, was below our net asset value per share.
+Added: We are prohibited under the 1940 Act from selling our shares of Common Stock at an offering price, after deducting selling commissions and dealer manager fees, that is below our NAV per share attributable to Common Stock unless we obtain stockholder approval.
+Added: In connection with any issuance of shares of our Common Stock, our Board of Directors or a committee thereof will review the then current offering price per share against the current estimated NAV per share attributable to Common Stock to ensure that we were not selling shares of our Common Stock at a price which, after deducting selling commissions and dealer manager fees, was below our NAV per share.
Set forth below is a chart describing the classes of our securities outstanding as of December 31, 2021:
1 unchanged sentence
Common Stock, par value $0.001 per share 450,000,000 15,260,764
−Removed: As of December 31, 2020, we issued 100 shares of Common Stock to BSP Fund Holdco (Debt Strategy) L.P., a wholly-owned subsidiary of Benefit Street Partners, in connection with the Conversion.
+Added: Series A Convertible Preferred Stock, par value $0.001 per share 50,000,000 5,000
+Added: As of December 31, 2021, we had issued 15.3 million shares of Common Stock for net proceeds of $231.8 million, including the shares purchased by affiliates and shares issued under our distribution reinvestment plan (the “DRIP”).
+Added: As of December 31, 2021, we had issued 5,000 shares of Series A Preferred Stock for gross proceeds of $5.0 million.
+Added: As of December 31, 2021, we had 1,585 and 2 record holders of our Common Stock, and Series A Preferred Stock, respectively.
Distributions
7 unchanged sentences
Our Board of Directors intends to declare and pay distributions on a quarterly basis.
−Removed: We have a distribution reinvestment plan (the “DRIP”) pursuant to which we reinvest all cash dividends or distributions declared by our Board of Directors on behalf of investors who do not elect to receive their distributions in cash as described below (the “Participants”).
−Removed: As a result, if our Board of Directors declares a distributions, then stockholders who have not elected to “opt out” of the DRIP will have their distributions automatically reinvested in additional shares of our Common Stock at a price equal to NAV per share as estimated in good faith by us on the payment date.
+Added: We have a DRIP pursuant to which we reinvest all cash dividends or distributions declared by our Board of Directors on behalf of investors who do not elect to receive their distributions in cash (the “Participants”).
+Added: As a result, if our Board of Directors declares a distribution, then stockholders who have not elected to “opt out” of the DRIP will have their distributions automatically reinvested in additional shares of our Common Stock at a price equal to NAV per share as estimated in good faith by us on the payment date.
The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our Board of Directors.
1 unchanged sentence
We may have distributions which could be characterized as a return of capital for tax purposes.
+Added: During the year ended December 31, 2021 and for the period ended December 31, 2020, no portion of our distributions were characterized as return of capital for tax purposes, respectively.
Sales of Unregistered Securities
−Removed: The Company was formed on January 29, 2020 as a limited liability company.
−Removed: Effective September 23, 2020, the Company converted into a Delaware corporation.
−Removed: Immediately after the conversion, the Company sold 100 shares of its common stock, par value $0.001 per share, to BSP Fund Holdco (Debt Strategy) L.P., a wholly-owned subsidiary of Benefit Street Partners, at a price of $15.00 per share, which was paid in cash to the Company.
−Removed: The shares of Common Stock were sold in reliance upon the available exemptions from registration requirements of Section 4(a)(2) of the Securities Act.
−Removed: We have entered into Subscription Agreements with a number of investors for the private placement of shares of Common Stock.
−Removed: Under the terms of the Subscription Agreements, investors are required to make capital contributions to purchase shares of our Common Stock at a price at least equal to the net asset value per share as determined within no more than 48 hours of share issuance up to the amount of their respective Capital Commitments on an as-needed basis as determined by us with at least 10 business days’ prior notice.
−Removed: SELECTED FINANCIAL DATA
−Removed: The statement of operations data, per share data, and statement of assets and liabilities data as of and for the period from January 29, 2020 (date of inception) to December 31, 2020 are derived from our audited financial statements which are filed with the SEC.
−Removed: This selected financial data should be read in conjunction with our financial statements and related notes thereto and “Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.
−Removed: As of and for the period from January 29, 2020 (date of inception) to December 31, 2020
−Removed: Statement of Operations Data:
−Removed: Total investment income $ —
−Removed: Total expenses 413,515
−Removed: Net loss (413,515)
−Removed: Net decrease in net assets resulting from operations $ (413,515)
−Removed: Per Share Data:
−Removed: Net loss $ (4,135)
−Removed: Net decrease in net assets resulting from operations $ (4,135)
−Removed: Distributions declared $ —
−Removed: Statement of Assets and Liabilities Data:
−Removed: Total assets $ 604,628
−Removed: Total liabilities $ 1,016,643
−Removed: Total net assets $ (412,015)
−Removed: Number of portfolio company investments at year end —
+Added: Except as previously reported by the Company on its Current Reports on Form 8-K, the Company did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act.
+Added: Not Applicable.
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.