Item 8.01 Other Events.
On September 16, 2021, Capstead Mortgage Corporation, a Maryland corporation
("Capstead"), issued a press release (the "Press Release") announcing that its
board of directors has: (i) declared a dividend on Capstead's common stock, par
value $0.01 per share, in the amount of $0.0725 per share, payable on
October 15, 2021, to stockholders of record as of September 30, 2021; and
(ii) declared a dividend on Capstead's 7.50% Series E Cumulative Redeemable
Preferred Stock, $0.10 par value per share, in the amount of $0.46875 per share,
payable on October 15, 2021, to stockholders of record as of September 30, 2021.
A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit 99.1 Press Release, dated September 16, 2021, issued by Capstead
Mortgage Corporation.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Important Additional Information About the Merger and Where to Find It
In connection with the proposed merger transaction contemplated by the Agreement
and Plan of Merger, dated as of July 25, 2021, by and among Benefit Street
Partners Realty Trust, Inc., a Maryland corporation ("BSPRT"), Rodeo Sub I, LLC,
a Maryland limited liability company and a wholly owned subsidiary of BSPRT
("Merger Sub"), Capstead and, solely for the purposes set forth therein, Benefit
Street Partners L.L.C., a Delaware limited liability company, pursuant to which,
subject to the terms and conditions therein, Capstead will be merged with and
into Merger Sub, with Merger Sub continuing as the surviving company (such
transaction, the "Merger"), BSPRT has filed with the U.S. Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4 (File
No. 333-258947), which was declared effective by the SEC on September 3, 2021.
The registration statement includes a prospectus of BSPRT and a proxy statement
of Capstead. Capstead and BSPRT also expect to file with the SEC other documents
regarding the Merger.
STOCKHOLDERS OF CAPSTEAD AND BSPRT ARE ADVISED TO READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CAPSTEAD, BSPRT, THE PROPOSED
MERGER AND RELATED MATTERS. Stockholders of BSPRT and Capstead may obtain free
copies of the registration statement, the proxy statement/prospectus and all
other documents filed or that will be filed with the SEC by Capstead or BSPRT on
the SEC's website at http://www.sec.gov. Copies of documents filed with the SEC
by Capstead are available free of charge on Capstead's website at
http://www.capstead.com/investor-relations/financial-reports/sec-filings. Copies
of documents filed with the SEC by BSPRT are available free of charge on BSPRT's
website at http://bsprealtytrust.com/investorrelations.
Participants in the Solicitation Relating to the Merger
Capstead, BSPRT and their respective directors, executive officers and other
members of management and employees may be deemed to be "participants" in the
solicitation of proxies from the stockholders of Capstead in connection with the
proposed Merger. Information regarding Capstead and its directors and executive
officers and their ownership of common stock of Capstead can be found in
Capstead's Annual Report on Form 10-K for the fiscal year ended December 31,
2020, and in its definitive proxy statement relating to its 2021 annual meeting
of stockholders filed with the SEC on April 1, 2021. Information regarding BSPRT
and its directors and executive officers and their ownership of common stock of
BSPRT can be found in BSPRT's Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, and in its definitive proxy statement relating to its
2021 annual meeting of stockholders filed with the SEC on April 8, 2021.
Additional information regarding the interests of such individuals in the Merger
is included in the proxy statement/prospectus relating to the Merger filed with
the SEC on September 7, 2021. Free copies of these documents may be obtained as
described in the preceding paragraph.
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No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Forward-Looking Statements
This Current Report on Form 8-K may contain "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements, which are based on various
assumptions (some of which are beyond Capstead's control), may be identified by
reference to a future period or periods or by the use of forward-looking
terminology, such as "believe," "anticipate," "expect," "estimate," "intend,"
"will be," "will likely continue," "will likely result," or words or phrases of
similar meaning. Actual results could differ materially from those indicated in
these forward-looking statements due to a variety of factors, including, without
limitation, fluctuations in interest rates, the availability of suitable
qualifying investments, changes in mortgage prepayments, the availability and
terms of financing, changes in market conditions as a result of federal
corporate and individual tax law changes, changes in legislation or regulation
affecting the mortgage and banking industries or Fannie Mae, Freddie Mac or
Ginnie Mae securities, the availability of new investment capital, the liquidity
of secondary markets and funding markets, Capstead's ability to maintain its
qualification as a REIT for U.S. federal tax purposes, Capstead's ability to
maintain its exemption from registration under the Investment Company Act of
1940, as amended, other changes in general economic conditions, the risk that
the proposed Merger will not be consummated within the expected time period or
at all, the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, the failure to satisfy the
conditions to the consummation of the proposed Merger, including the approval of
the stockholders of Capstead, fluctuations in the adjusted book value per share
of both Capstead and BSPRT, risks related to the disruption of management's
attention from ongoing business operations due to the proposed Merger, the
effect of the announcement of the proposed Merger on Capstead's operating
results and business generally and the outcome of any legal proceedings relating
to the Merger. Capstead's Annual Report on Form 10-K, the proxy
statement/prospectus and other SEC filings discuss the most significant risk
factors that may affect Capstead's business, results of operations and financial
condition and the proposed Merger, copies of which are available on the SEC's
website at http://www.sec.gov. Copies of documents filed with the SEC by
Capstead are also available free of charge on Capstead's website at
http://www.capstead.com/investor-relations/financial-reports/sec-filings.
Forward-looking statements are based upon Capstead's current expectations and
speak only as of the date the statement is made and Capstead undertakes no
obligation to update or revise any forward-looking statements for any reason,
whether as a result of new information, future events, changes in assumptions or
circumstances or otherwise. Accordingly, readers of this Current Report on Form
8-K are cautioned not to place undue reliance on any forward-looking statements
included herein.
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