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): August 18, 2021
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.) |
1345 Avenue of the Americas, Suite 32A
New York, New York 10105
(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 1.01 Entry into a Material Definitive Agreement.
On August 18, 2021, Benefit Street Partners Realty Trust, Inc. (the “Company”) entered into Amendment No. 1 to Amended and Restated Advisory Agreement (the “Amendment”), by and among the Company, Benefit Street Partners Realty Operating Partnership, L.P. (the “Operating Partnership”) and Benefit Street Partners, L.L.C. (the “Advisor”). The Amendment amends the Amended and Restated Advisory Agreement, dated as of January 19, 2018, by and among the Company, the Operating Partnership and the Advisor (the “Advisory Agreement”). The Amendment amends the definition of “Total Return” in the Advisory Agreement. The Company’s Board of Directors unanimously approved the Amendment upon the unanimous recommendation of the Nominating and Corporate Governance Committee of the Board, which consists exclusively of independent directors.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit
Number |
Description | |
| 10.1 | Amendment No. 1 to Amended and Restated Advisory Agreement, dated August 18, 2021, by and among Benefit Street Partners Realty Trust, Inc., Benefit Street Partners Realty Operating Partnership, L.P. and Benefit Street Partners, L.L.C. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 18, 2021
Exhibit 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED ADVISORY AGREEMENT
This Amendment No. 1 to Amended and Restated Advisory Agreement, dated as of August 18, 2021 (the “Amendment”) is entered into by and among Benefit Street Partners Realty Trust, Inc. (the “Company”), Benefit Street Partners Realty Operating Partnership, L.P., (the “Operating Partnership”) and Benefit Street Partners L.L.C. (the “Advisor”). Capitalized terms used but not defined herein have the meanings set forth in the Advisory Agreement (as defined below).
WHEREAS, the parties are parties to that certain Amended and Restated Advisory Agreement, dated as of January 19, 2018 (the “Advisory Agreement”); and
WHEREAS, the parties now desire to amend the Advisory Agreement as set forth below, in accordance with Section 24 of the Advisory Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows.
| 1. | Amendment to the Advisory Agreement. |
(a) The definition of “Total Return” as set forth in Section 1 of the Advisory Agreement is hereby amended and restated in its entirety to read as follows:
“Total Return” means for any year the change in the GAAP stockholders’ equity of the Company, from January 1 through December 31 of such year plus the Distributions and dividends paid by Company during such year; provided that the computation of annual change in GAAP stockholders’ equity may be adjusted for one-time events pursuant to (i) changes in GAAP, (ii) material non-cash income or expense items, and (iii) expenses and other costs related to transactions approved by the Board, in each case after discussions between the Advisor and the Independent Directors and the approval of a majority of the Independent Directors.
| 2. | Miscellaneous. |
(a) The provisions of this Amendment shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect, without regard to the principles of conflicts of laws thereof.
(b) Except as set forth herein, the terms and provisions of the Advisory Agreement will remain in full force and effect and are hereby ratified and confirmed. On or after the date of this Amendment, each reference in the Advisory Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Advisory Agreement shall mean and be a reference to the Advisory Agreement as amended by this Amendment, and this Amendment shall be deemed to be a part of the Advisory Agreement.
(c) This Amendment may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
| BENEFIT STREET PARTNERS REALTY TRUST, INC. | |||
| By: | /s/ Richard Byrne | ||
| Name: Richard Byrne | |||
| Title: Chief Executive Officer | |||
| BENEFIT STREET PARTNERS REALTY OPERATING PARTNERSHIP, L.P. | |||
| By: | Benefit Street Partners Realty Trust, Inc. | ||
| its General Partner | |||
| By: | /s/ Richard Byrne | ||
| Name: Richard Byrne | |||
| Title: Chief Executive Officer | |||
| BENEFIT STREET PARTNERS L.L.C. | |||
| By: | /s/ Bryan Martoken | ||
| Name: Bryan Martoken | |||
| Title: Chief Financial Officer | |||