Benefit Street Partners Realty Trust Accepts $17 Million Preferred Shares Commitment
August 27, 2018 | James Sprow | Blue Vault
On August 21, 2018, Benefit Street Partners Realty Trust, Inc. entered into a joinder to that certain stock purchase agreement, dated June 1, 2018 with an institutional investor, pursuant to which the Investor committed to purchase $17,000,000 of shares of the Company’s Series A convertible preferred stock, $0.01 par value, in one or more closings. The timing of any closing, and the amount of shares to be sold at such closing, will be determined by the Company in its sole discretion, subject to certain limitations.
The purchase agreement provides that the purchase price for the shares shall be equal to $5,000 per share plus accrued dividends, which is the initial liquidation preference per share of the preferred stock.
The offering was not registered under the Securities Act of 1933, as amended and is being made pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder. The shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
As previously disclosed, on February 14, 2018, the Company entered into common stock purchase agreements with certain institutional and individual investors pursuant to which such investors committed to purchase an aggregate amount of approximately $97.2 million of common stock in closings to occur from time to time at the discretion of the Company. The Company has not yet drawn on the February Common Stock Commitments. On June 1, 2018, the Company and certain of these investors agreed to convert an aggregate of $625,000 of the February Common Stock Commitments into equivalent commitments to purchase the same dollar amount of Preferred stock pursuant to the Purchase Agreement. Also as previously disclosed, the Company agreed to adjust the purchase price of the February Common Stock Commitments in the event of issuances of equity below a specified price. As a result of the purchase price for shares provided for in the Purchase Agreement for the shares, the purchase price for $67,215,000 of the February Common Stock Commitments was reduced to $16.33.
The shares of preferred stock rank senior to shares of the common stock with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of preferred stock will be equal to the greater of (i) an amount equal to $16.666 per share and (ii) the monthly dividend that would have been paid had such share of preferred stock been converted to a share of Common Stock, subject to proration in the event that such share of preferred stock was not outstanding for the full month.
A summary of the material terms of the purchase agreement and the 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.
The REIT’s Q2 2018 quarterly report (10-Q) shows no preferred shares outstanding as of June 30, 2018.
Sources: SEC, Blue Vault
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