Benefit Street Partners Realty Trust, Inc. (OTCPK:BESP) entered into a definitive merger agreement to acquire Capstead Mortgage Corporation (NYSE:CMO) from Blackrock Inc., The Vanguard Group, Inc., T. Rowe Price Associates, Inc., Paradice Investment Management LLC and others for approximately $680 million on July 25, 2021. Under the terms of the agreement, Capstead common stockholders will receive a cash payment and shares of BSPRT common stock calculated on an adjusted??book-for-book??basis. The implied cash payment would be $0.99 per share and the total value would be $7.30 per share. In addition to the above consideration, BSPRT will assume Capstead?s $100 million in unsecured borrowings maturing in 2035 and 2036. In addition, each outstanding share of Capstead?s 7.50% Series E Cumulative Redeemable Preferred Stock, $0.10 par value per share (?Capstead Preferred Stock?), will be converted into the right to receive one newly-issued 7.50% Series E Cumulative Redeemable Preferred Share, $0.01 par value per share, of BSPRT (the ?BSPRT Series E Preferred Stock?) (the Preferred?Merger?Consideration? and, together with the Per Common Share BSPRT Consideration, the ?Total BSPRT?Merger?Consideration?). Prior to the consummation of the Merger, BSPRT agreed to effect a?one-for-ten?reverse stock split on the BSPRT common stock such that each outstanding share of BSPRT common stock as of a date to be specified will automatically combine into 1/10th of a share of BSPRT common stock, and the BSPRT common stock would be renamed as ?Class?A common stock. On September?22, 2021, an amendment agreement was entered into which restructured the terms of the proposed recapitalization of BSPRT?s common stock. the BSPRT Reverse Stock Split was unchanged, except that BSPRT?s Common Stock will not be renamed, (ii)?BSPRT?s authorized amount of preferred stock, par value $0.01 per share, will be increased from 50 million shares to 100 million shares, and (iii)?the BSPRT Stock Dividend will instead consist of nine shares of a newly designated class of Series F convertible preferred stock, par value $0.01 per share. The merger will be a taxable transaction for U.S. federal income tax purposes. Following completion of the merger, including a 6-month lock-up for approximately 94% of the current shares of BSPRT common stock and a committed common stock repurchase plan of up to $100 million to support the combined company?s stock price beginning four weeks after closing, up to $35 million of which will be funded by BSP and Franklin Templeton. External manager BSP will fund approximately $75 million of the cash merger consideration to be paid for each share of Capstead common stock. The remaining cash consideration will be funded by BSPRT, which will also issue shares of the combined company?s common stock. Immediately following the completion of the merger, BSPRT will hold 62.8% and CMO will hold 37.2% stake in combine company. As of October 12, 2021, If the proposed merger is completed prior to market open on October 19, 2021, as is currently anticipated, each outstanding share of common stock of Capstead (?Capstead Common Stock?) will be converted into the right to receive (i) from FBRT, 0.3288 newly-issued shares of common stock of FBRT (?FBRT Common Stock?), (ii) from FBRT, cash consideration of $0.21 per share and (iii) from FBRT?s external manager, Benefit Street Partners L.L.C. (?BSP?), cash consideration of $0.73 per share. No fractional shares of FBRT Common Stock will be issued in connection with the merger. Instead, Capstead common stockholders will receive cash in lieu of any fractional shares. Approximately 32,071,599 shares of FBRT Common Stock will be issued in connection with the merger. FBRT stockholders will own approximately 64% of the common equity of the combined company, and former Capstead common stockholders will own approximately 36% of the common equity of the combined company (after applying (i) the conversion of all of the outstanding shares of FBRT?s Series A convertible preferred stock into common stock as of the closing of the Merger and (ii) assuming conversion of all of the outstanding shares of FBRT?s Series C, Series D and Series F convertible preferred stock (as if such shares had converted on the closing)). In the event of a termination of the merger agreement under certain circumstances, Capstead would be required to pay BSPRT a termination fee of $26.7 million. The combined company, to be called ?Franklin BSP Realty Trust?. its common stock will trade on the NYSE under the new ticker symbol FBRT. BSPRT?s external manager, Benefit Street Partners L.L.C. (?BSP?), a wholly-owned subsidiary of Franklin Resources, Inc. (?Franklin Templeton?), will manage the combined company following the completion of the transaction. At closing, existing CMO independent directors will fill 3 newly crelated BSPRT board seats. As of October 4, 2021, Benefit Street Partners Realty Trust increased the size of the Board from five to eight directors and appointed to the Board Pat Augustine, Michelle P. Goolsby and Gary Keiser, effective as of the closing date of the merger.
The transaction is subject to customary closing conditions, including the approval of Capstead?s stockholders, the registration statement shall have been declared effective by the SEC under the Securities Act and listing approval of shares of BSPRT Common Stock and BSPRT Series E Preferred Stock issuable in connection with the merger. The transaction has been unanimously approved by both companies? Boards of Directors. The Capstead Board unanimously recommends that the Capstead common stockholders vote in favor of the merger. The special meeting of common stockholders of Capstead is to be held on October?15, 2021.?As of October 15, 2021, the shareholders of Capstead Mortgage Corporation has approved the transaction. The registration statement on Form S-4 filed by Benefit Street Partners Realty Trust, Inc. was declared effective by the SEC on September 3, 2021. The transaction is expected to close in the fourth quarter of 2021. As of October 8, 2021, the closing date of the Merger is currently anticipated to occur on or about October 19, 2021.
Michael McTiernan and Stacey McEvoy of Hogan Lovells US LLP acted as legal advisors, Houlihan Lokey and Barclays?acted as financial advisor to BSPRT. Credit Suisse acted as financial advisor and Steven M. Haas, James A. Kennedy II, James V. Davidson, David Barbour, Kendal A. Sibley, Thomas W. Ford Jr., Anthony J. Eppert and Sunyi Snow of Hunton Andrews Kurth LLP acted as legal advisors to Capstead and the sellers. Credit Suisse Securities (USA) LLC acted as fairness opinion provider to Capstead. Cleary Gottlieb acted as the legal advisor to Credit Suisse in the transaction. Houlihan Lokey, Inc. (NYSE:HLI) provided fairness opinion to Benefit Street Partners Realty Trust, Inc. Georgeson LLC is acting as proxy solicitor for Capstead and will receive a fee of approximately $15,000 for its services. The transfer agent and registrar for the BSPRT Series E Preferred Stock will be DST Systems, Inc. Capstead has agreed to pay Credit Suisse for its financial advisory services an aggregate fee of approximately $12 million, of which $1.5 million was payable upon the rendering of Credit Suisse?s opinion and the remaining portion is contingent upon consummation of the proposed Merger.
Benefit Street Partners Realty Trust, Inc. (OTCPK:BESP) completed the acquisition of Capstead Mortgage Corporation (NYSE:CMO) from Blackrock Inc., The Vanguard Group, Inc., T. Rowe Price Associates, Inc., Paradice Investment Management LLC and others on October 19, 2021. SS&C Technologies Inc. acted as transfer agent to Benefit Street Partners Realty Trust.