Form 8-K - Current report

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): January 8, 2024

Franklin BSP Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-40923	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
Common Stock, par value $0.01 per share	FBRT	New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share	FBRT PRE	New York Stock Exchange

Indicated 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 3.03.

Material Modification to Rights of Security Holders.

The information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment No. 2 to Articles Supplementary for Series H Convertible Preferred Stock

On January 10, 2024, Franklin BSP Realty Trust, Inc. (the “Company”) filed Amendment No. 2 (the “Amendment”) to the Articles Supplementary (the “Series H Articles Supplementary”) relating to the Company’s Series H Convertible Preferred Stock, $0.01 par value per share (the “Series H Preferred Stock”) with the Maryland State Department of Assessments and Taxation, which Amendment became effective upon filing.

The Company’s Board of Directors (the “Board”) and the sole holder of the Series H Preferred Stock approved the Amendment, which was requested by the holder of the Series H Preferred Stock, to extend the mandatory conversion date for the Series H Preferred Stock, which was set to occur on January 19, 2024, to January 21, 2025. In addition, under the Amendment, the holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2024, upon 10 business days’ advance notice to the Company. No other terms in the Series H Articles Supplementary were amended.

The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On January 8, 2024, the sole stockholder of the Series H Preferred Stock executed and delivered to the Company a written consent approving the Amendment.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

Exhibit No.		Description

3.1		Amendment No. 2 to Articles Supplementary of Franklin BSP Realty Trust, Inc., dated January 10, 2024, relating to Series H Convertible Preferred Stock

104		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.

	Franklin BSP Realty Trust, Inc.

	By:	/s/ Jerome S. Baglien
	Name:	Jerome S. Baglien
	Title:	Chief Financial Officer, Chief Operating Officer and Treasurer

January 12, 2024

Exhibit 3.1

FRANKLIN BSP REALTY TRUST, INC.

AMENDMENT NO. 2 TO ARTICLES SUPPLEMENTARY

SERIES H CONVERTIBLE PREFERRED STOCK

FRANKLIN BSP REALTY TRUST, INC., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST: The Articles of Amendment and Restatement (the “Charter”) of the Company is hereby amended by deleting the existing first sentence of Section 7(a) of the Articles Supplementary, filed with, and accepted for record by, the SDAT on June 21, 2022, and as amended by Amendment No. 1 to Articles Supplementary filed with, and accepted for record by, the SDAT on January 19, 2023 (as amended, the “Series H Articles Supplementary”) in its entirety and inserting in lieu thereof a new sentence to read as follows:

Subject to the provisions of Section 7(c) below, on January 21, 2025 (the “Mandatory Conversion Date”), all of the outstanding Series H Preferred Shares (including, except as otherwise provided herein, Series H Preferred Shares for which a redemption notice has been submitted pursuant to Section 6 above if such Series H Preferred Shares remain outstanding as of the Mandatory Conversion Date) shall convert into Common Shares (the “Mandatory Conversion”).

SECOND: the Charter is hereby amended by deleting the existing Section 7(c) of the Series H Articles Supplementary in its entirety and inserting in lieu thereof the following:

(c) Optional Conversion. During each calendar month from the date hereof through and including December, 2024, the holder of the Series H Preferred Shares shall have the right (“Optional Conversion Right”) to convert up to 4,487 Series H Preferred Shares into a number of Common Shares per Series H Preferred Share equal to the Conversion Rate, following the delivery of written notice of such election (“Conversion Notice”) to the Company. The holder may not exercise the Optional Conversion Right more than one time per each calendar month. The Conversion Notice shall specify the amount of Series H Preferred Shares to be converted and the requested Business Day for conversion, which shall not be less than 10 business days after the date the Company has received the Conversion Notice.

THIRD: The amendments to the Series H Articles Supplementary as set forth above have been duly advised by the Board of Directors and approved by the unanimous written consent of the stockholders of the Company entitled to vote thereon as required by law.

FOURTH: The undersigned Chief Financial Officer, Chief Operating Officer and Treasurer of the Company acknowledges this Amendment No. 2 to 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, Chief Operating 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.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to Series H Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and attested by its Secretary on this 10^th day of January, 2024.

	FRANKLIN BSP REALTY TRUST, INC.


	By:	/s/ Jerome S. Baglien
	Name: Jerome S. Baglien
	Title: Chief Financial Officer, Chief Operating Officer and Treasurer

ATTEST:

By:	/s/ Micah Goodman
Name: Micah Goodman
Title:General Counsel and Secretary

Cover	Jan. 08, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40923
Entity Registrant Name	Franklin BSP Realty Trust, Inc.
Entity Central Index Key	0001562528
Entity Tax Identification Number	46-1406086
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	Suite 32A
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	588-6770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FBRT
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	FBRT PRE
Security Exchange Name	NYSE