UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2019
Benefit Street Partners Realty Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-55188 | 46-1406086 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
9 West 57th Street, Suite 4920
New York, New York 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 588-6770
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None |
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 ¨
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 5, 2019, Benefit Street Partners Realty Trust, Inc. (the “Company”) filed Articles Supplementary (“Articles Supplementary”) to the Company’s Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation, pursuant to which the aggregate number of classified and designated shares of the Company’s Series A convertible preferred stock, $0.01 par value (the “Series A Preferred Stock”), was increased from 40,000 to 60,000. The Articles Supplementary became effective upon filing. A summary of the material terms of the Series A Preferred Stock is contained in Item 1.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2018, and is incorporated herein by reference. A copy of the Articles Supplementary is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03. As of December 6, 2019, there were approximately 40,495 shares of Series A Preferred Stock issued and outstanding.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
EXHIBIT INDEX
| Exhibit | |||
| No. | Description | ||
| 3.1 | Articles Supplementary of Benefit Street Partners Realty Trust, Inc., dated December 5, 2019, relating to Additional Shares of Series A Convertible Preferred Stock | ||
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.
| BENEFIT STREET PARTNERS REALTY TRUST, INC. | |||
| By: | /s/ Jerome S. Baglien | ||
| Name: | Jerome S. Baglien | ||
| Title: | Chief Financial Officer and Treasurer | ||
Date: December 6, 2019
Exhibit 3.1
BENEFIT STREET PARTNERS REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY ESTABLISHING
ADDITIONAL SHARES
OF SERIES A CONVERTIBLE PREFERRED STOCK
BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: Under a power contained in Article V of the Articles of Amendment and Restatement of the Company (the “Charter”), the Board of Directors (the “Board”) previously classified and designated 40,000 shares of preferred stock, $0.01 par value per share, of the Company as Series A Convertible Preferred Stock (the “Series A Preferred Shares”), having the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the “Articles Supplementary Series A Convertible Preferred Stock” filed by the Company with the SDAT on June 22, 2018, and as expanded by the “Articles Supplementary Establishing Additional Shares of Series A Convertible Preferred Stock” filed with the SDAT on December 11, 2018 (collectively, the “Series A Articles Supplementary”).
SECOND: Under a power contained in Section 2-208 of the Maryland General Corporation Law and Article V of the Company’s Charter, the Board of Directors on November 12, 2019, classified an additional 20,000 shares of preferred stock as Series A Preferred Shares, par value $.01 per share, having all of the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption as set forth in the Series A Articles Supplementary, with the result that the Company shall, upon the filing and acceptance for record of these Articles Supplementary, have authorized an aggregate of 60,000 shares of Series A Preferred Shares, all of which shall constitute a single series of preferred stock.
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall be effective upon acceptance by the SDAT.
The undersigned Chief Financial Officer and Treasurer of the Company acknowledges these Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Treasurer of the Company acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and Treasurer and attested to by its Secretary on this 5th day of December, 2019.
| BENEFIT STREET PARTNERS REALTY TRUST, INC. | |||
| By: | /s/ Jerome S. Baglien | ||
| Name: | Jerome S. Baglien | ||
| Title: | Chief Financial Officer and Treasurer | ||
| ATTEST: | |||
| By: | /s/ Micah Goodman | ||
| Name: | Micah Goodman | ||
| Title: | Secretary | ||