Franklin BSP Real Estate Debt Inc.

06/06/2025 | Press release | Distributed by Public on 06/06/2025 10:59

Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.
In connection with Franklin BSP Real Estate Debt, Inc.'s (the "Company") continuous private offering, on June 2, 2025, the Company sold an aggregate of 489,837.37 shares of its Class G common stock, par value $0.001 per share (the "Class G Common Stock"), its Class G-D common stock, par value $0.001 per share (the "Class G-D Common Stock") and its Class G-S common stock, par value $0.001 per share (the "Class G-S Common Stock" and together with the Class G Common Stock and the Class G-D Common Stock, the "Shares"), at a price per Share equal to $25.24 for Class G Common Stock and Class G-D Common Stock and $25.00 for Class G-S Common Stock, plus applicable upfront selling commissions and placement fees. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(a)(2) and Regulation D thereunder.
The following table details the Shares sold:
Title of Securities Number of Shares Sold
Aggregate Consideration(1)
Class G Common Stock 372,375.40 $9,398,755
Class G-D Common Stock 3,961.97 $100,000
Class G-S Common Stock 113,500 $2,875,900
(1)Includes upfront selling commissions and placement fees of $38,400 for the Class G-S Common Stock.
Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company's shares on a national securities exchange, the shares of Class G Common Stock will automatically convert into a number of shares of class I common stock, par value $0.001 per share ("Class I Common Stock"), with an equivalent net asset value ("NAV"). In addition, the Company may convert shares of Class G Common Stock held by a stockholder into an equal number of shares of Class F common stock, par value $0.001 per share ("Class F Common Stock"), provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-D common stock, par value $0.001 per share ("Class F-D Common Stock") and Class F-S common stock, par value $0.001 per share ("Class F-S Common Stock"), of the Company outstanding following such conversion.
Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company's shares on a national securities exchange, the shares of Class G-D Common Stock will automatically convert into a number of shares of Class I Common Stock with an equivalent NAV. In addition, the Company may convert shares of Class G-D Common Stock held by a stockholder into an equal number of shares of Class F-D Common Stock, provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-S Common Stock and Class F-D Common stock outstanding following such conversion.
Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company's shares on a national securities exchange, the shares of Class G-S Common Stock will automatically convert into a number of shares of Class I Common Stock with an equivalent NAV. In addition, the Company may convert shares of Class G-S Common Stock held by a stockholder into an equal number of shares of Class F-S Common Stock, provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-S Common Stock and Class F-D Common stock outstanding following such conversion.
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