FS Credit Real Estate Income Trust Inc.

12/15/2025 | Press release | Distributed by Public on 12/15/2025 15:03

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 9, 2025, FS CREIT Finance MS-1 LLC ("MS-1"), an indirect wholly-owned special-purpose financing subsidiary of FS Credit Real Estate Income Trust, Inc. ("FSCREIT"), entered into an Amended and Restated Master Repurchase and Securities Contract Agreement (the "Repurchase Agreement," and, together with related documents, the "MS-1 Facility") with Morgan Stanley Mortgage Capital Holdings LLC, as administrative agent, and Morgan Stanley Bank, N.A. and certain other financial institutions from time to time party thereto, as buyers (collectively, the "Buyers").

The MS-1 Facility amends and restates in its entirety that certain Master Repurchase and Securities Contract Agreement dated as of October 13, 2022. The MS-1 Facility is intended to finance the acquisition and origination of certain assets which include performing senior commercial and multifamily mortgage loans, A-notes, pari passu participation interests, and mezzanine loans (the "Eligible Assets"). The MS-1 Facility provides for aggregate purchase price commitments of up to $350,000,000. Each transaction under the MS-1 Facility will accrue price differential at a spread over Term SOFR and is subject to customary margin maintenance provisions. The MS-1 Facility has a termination date of December 9, 2030, subject to one-year extension options at the Administrative Agent's discretion upon satisfaction of specified conditions.

In connection with the Repurchase Agreement, FSCREIT entered into an Amended and Restated Guaranty Agreement (the "Guaranty") pursuant to which FSCREIT guarantees the prompt and complete payment and performance of the guaranteed obligations when due under the MS-1 Facility, subject to limitations specified therein. The Guaranty may become full recourse to FSCREIT upon the occurrence of certain events, including the commencement of certain bankruptcy actions with respect to FSCREIT or MS-1.

The Repurchase Agreement and Guaranty contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type. In addition, FSCREIT is required (i) to maintain its adjusted tangible net worth at an amount not less than 75% of the net cash proceeds of any equity issuance by FSCREIT plus 75% of available capital commitments, minus 75% of the amounts expended for equity redemptions or repurchases by FSCREIT; (ii) to maintain an EBITDA to interest expense ratio not less than 1.40 to 1.00, calculated on a trailing four quarter basis; (iii) to maintain a total indebtedness to tangible net worth ratio that does not exceed 3.50 to 1.00; and (iv) to maintain minimum liquidity at not less than the greater of (x) $15,000,000 and (y) 5% of the aggregate amount outstanding under the MS-1 Facility.

The material terms of the agreements described above are qualified in their entirety by the agreements attached as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

FS Credit Real Estate Income Trust Inc. published this content on December 15, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 15, 2025 at 21:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]