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424B3 Filing
Franklin BSP Realty Trust (FBRT) 424B3Prospectus supplement
Filed: 13 Mar 15, 12:00am
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-186111
This prospectus supplement, or this Supplement No. 15, is part of the prospectus of Realty Finance Trust, Inc., or the Company, dated April 22, 2014, or the Prospectus, as supplemented by Supplement No. 12, dated January 16, 2015, or Supplement No. 12, Supplement No. 13, dated January 29, 2015, or Supplement No. 13, and Supplement No. 14, dated February 3, 2015, or Supplement No. 14. This Supplement No. 15 supplements and modifies certain information contained in our Prospectus, Supplement No. 12, Supplement No. 13 and Supplement No. 14 and should be read in conjunction with our Prospectus, Supplement No. 12, Supplement No. 13 and Supplement No. 14. This Supplement No. 15 will be delivered with the Prospectus, Supplement No. 12, Supplement No. 13 and Supplement No. 14. Unless the context suggests otherwise, the terms “we,” “us” and “our” used herein refer to the Company, together with its consolidated subsidiaries. Defined terms used herein shall have the meaning ascribed to those terms in the Prospectus, as supplemented from time to time, unless the context otherwise requires:
The purposes of this Supplement No. 15 are to:
• | update certain operating information, including disclosure relating to a change in our corporate name; |
• | update our prospectus summary; |
• | update our risk factors; |
• | update disclosure relating to conflicts of interest; |
• | update disclosure relating to our portfolio investments; |
• | update certain information about the programs of our sponsor; and |
• | replace Appendix C-1, our Subscription Agreement, and Appendix C-2, our Multi-Offering Subscription Agreement. |
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Effective on February 10, 2015, we amended our charter to change our name from ARC Realty Finance Trust, Inc. to Realty Finance Trust, Inc. The name change was effected pursuant to an amendment to our charter. The charter amendment was duly approved by at least a majority of our Board of Directors, and was made without action by our stockholders pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law. In addition, effective on March 6, 2015, ARC Realty Finance Operating Partnership, L.P., our operating partnership, changed its name to Realty Finance Operating Partnership, L.P.
The chart, including the footnotes, under the subheading “What conflicts of interest will your advisor and its affiliates face?” on page 15 of the Prospectus is hereby replaced in its entirety with the following chart:
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(1) | The investors in this offering will own registered shares of common stock in us. |
(2) | Our sponsor is controlled by Nicholas S. Schorsch and William M. Kahane. |
(3) | Our dealer manager is owned by an entity that is under common control with the parent of our sponsor.” |
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The following disclosure hereby replaces the risk factor entitled “Recent disclosures made by American Realty Capital Properties, Inc., or ARCP, an entity previously sponsored by the parent of our sponsor, regarding certain accounting errors have led to the temporary suspension of selling agreements by certain soliciting dealers,” as added by Supplement No. 12 to the Prospectus.
Beginning in October 2014, and including disclosures made on March 2, 2015, ARCP, an entity previously sponsored by the parent of our sponsor has disclosed various items that have had a material adverse effect on its business, results of operations and financial condition. These items include the need to restate previously issued financial statements that were intentionally not corrected, a lack of effective internal control over financial reporting and disclosure controls and procedures as well as the presence of various regulatory investigations. See “Prior Performance Summary — Adverse Business Developments and Conditions.”
Since the initial announcement in October, a number of participating broker-dealers temporarily suspended their participation in the distribution of our offering. Although certain of these broker-dealers have reinstated their participation, we cannot predict the length of time the remaining temporary suspensions will continue or whether all participating broker-dealers will reinstate their participation in the distribution of our offering. As a result, our ability to raise substantial funds may be adversely impacted.”
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The chart, including the footnotes, under the subheading “Independent Directors” on pages 121 – 122 of the Prospectus is hereby replaced in its entirety with the following chart:
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(1) | The investors in this offering will own registered shares of common stock in us. |
(2) | Our sponsor is controlled by Nicholas S. Schorsch and William M. Kahane. |
(3) | Our dealer manager is owned by an entity that is under common control with the parent of our sponsor.” |
The following disclosure is hereby added as the first full paragraph under the subheading “Portfolio Investments” on page 142 of the Prospectus.
“Stony Point Shopping Center Mortgage Loan
On January 30, 2015, we, through our operating partnership, originated a mortgage loan in the total original principal amount of $12.75 million (including a future funding component of $1.3 million) secured by a first priority mortgage on the fee interest in the Stony Point Shopping Center located in Richmond, Virginia. Stony Point Shopping Center, built in 1984 and renovated between 2010 and 2014, is an 85% occupied, 112,779 square foot neighborhood retail center located at the corner of Huguenot and Stony Point Road and is anchored by Martin’s Food Market. The anchor tenant, or its predecessor Ukrop’s Grocery Store, has been located at the property since its construction and the store currently features strong sales. The property has an “as-is” appraised value of $15.3 million as of December 18, 2014. Based upon such appraisal and the initial funding of $11.45 million, the mortgage loan represents a 75% loan-to-value ratio. At closing, the underwritten cash flow available for debt service (net operating income less reserves) exceeds forward debt
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service payments related to the property by 1.92x (calculated by dividing cash flow available for debt service by the projected annual debt service to be paid in connection with the mortgage loan for the next year).
The mortgage loan has an initial term of four years, subject to a one-year extension option, the exercise of which is conditioned upon the borrower’s satisfaction of certain financial tests and other requirements. The mortgage loan (requiring monthly payments of interest only) bears interest at a floating rate equal to 1-month LIBOR plus 4.50% per annum, subject to interest rate increases in the case of a default.”
The following disclosure hereby replaces in its entirety the sections entitled “American Realty Capital Properties, Inc.” and “American Realty Capital Global Trust, Inc.” under the subheading “Programs of Our Sponsor” on pages 166 – 167 of the Prospectus.
“American Realty Capital Properties, Inc.
American Realty Capital Properties, Inc., or ARCP, a Maryland corporation, is the eighth publicly offered REIT sponsored by American Realty Capital. ARCP was incorporated on December 2, 2010 and qualified as a REIT beginning with the taxable year ended December 31, 2011. On September 6, 2011, ARCP completed its initial public offering of 5.6 million shares of common stock. ARCP’s common stock is traded on The NASDAQ Global Select Market under the symbol “ARCP.” On February 28, 2013, ARCT III merged with and into a subsidiary of ARCP, pursuant to the Agreement and Plan of Merger entered into on December 17, 2012, under which ARCP acquired all of the outstanding shares of ARCT III.
In aggregate, through December 31, 2013, ARCP had received $1.1 billion of proceeds from the sale of common and convertible preferred stock. As of December 31, 2013, ARCP owned 1,328 buildings, including properties purchased by ARCT III, freestanding properties and real estate investments, at a purchase price of $5.2 billion. On May 28, 2013, ARCP and CapLease, Inc., or CapLease, entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of CapLease. The merger was approved by both companies’ boards of directors and CapLease’s stockholders and closed on November 5, 2013. On July 1, 2013, ARCT IV and ARCP entered into an Agreement and Plan of Merger under which ARCP subsequently acquired all of the outstanding shares of ARCT IV. The merger was approved by the independent members of both companies’ boards of directors and ARCT IV’s stockholders and closed on January 3, 2014. Effective as of January 8, 2014, ARCP internalized the management services previously provided by American Realty Capital Advisors, LLC and its affiliates, as a result of which ARCP became a self-administered REIT managed full-time by its own management team. On October 22, 2013, ARCP entered into an Agreement and Plan of Merger with Cole Real Estate Investments, Inc., or Cole, under which ARCP subsequently acquired all of the outstanding shares of Cole. The merger was approved by both companies’ boards of directors and stockholders and closed on February 7, 2014.
American Realty Capital Global Trust, Inc., or ARC Global, a Maryland corporation, is the ninth publicly offered REIT sponsored by American Realty Capital. ARC Global was incorporated on July 13, 2011 and qualified as a REIT beginning with the taxable year ended December 31, 2013. On October 27, 2011, ARC Global filed its registration statement with the SEC, which was declared effective by the SEC on April 20, 2012. ARC Global’s initial public offering closed in June 2014. As of December 31, 2014, ARC Global had received aggregate gross proceeds of $1.8 billion which includes the sale of 173.2 million shares in its public offering and $46.2 million from its distribution reinvestment plan. As of December 31, 2014, ARC Global owned 304 properties with an aggregate base purchase price of $2.4 billion. As of September 30, 2014, ARC Global had incurred, cumulatively to that date, $188.7 million in offering costs for the sale of its common stock and $61.9 million for acquisition costs related to its property acquisitions.”
The following disclosure hereby replaces in its entirety the last paragraph in the section entitled “Adverse Business Developments and Conditions” under “Programs of Our Sponsor” on page 171 of the Prospectus.
“On October 29, 2014, ARCP announced that its audit committee had concluded that the previously issued financial statements and other financial information contained in certain public filings should no longer be relied
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upon. This conclusion was based on the preliminary findings of an investigation conducted by ARCP’s audit committee which concluded that certain accounting errors were made by ARCP personnel that were not corrected after being discovered, resulting in an overstatement of AFFO and an understatement of ARCP’s net loss for the three and six months ended June 30, 2014. ARCP also announced the resignation of its chief accounting officer and its chief financial officer. ARCP’s former chief financial officer also is one of the non-controlling owners of the parent of our sponsor, but does not have a role in managing our business or our sponsor’s business. In December 2014, ARCP announced the resignation of its executive chairman, who was also the chief executuive officer and chairman of our board of directors until his resignation on November 17, 2014. This individual also is currently one of the controlling members of the parent of our sponsor.
On March 2, 2015, ARCP announced the completion of its audit committee’s investigation and filed amendments to its Form 10-K for the year ended December 31, 2013 and its Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014, which are available at the internet site maintained by the SEC,www.sec.gov. According to these filings, these amendments corrected errors in ARCP’s financial statements and in its calculation of AFFO that resulted in overstatements of AFFO for the years ended December 31, 2011, 2012 and 2013 and the quarters ended March 31, 2013 and 2014 and June 30, 2014 and described certain results of its investigations, including matters relating to payments to, and transactions with, affiliates of the parent of our sponsor and certain equity awards to certain officers and directors. In addition, ARCP disclosed that the audit committee investigation had found material weaknesses in ARCP’s internal control over financial reporting and its disclosure controls and procedures. ARCP also disclosed that the SEC has commenced a formal investigation, that the United States Attorney’s Office for the Southern District of New York contacted counsel for both ARCP’s audit committee and ARCP with respect to the matter and that the Secretary of the Commonwealth of Massachusetts has issued a subpoena for various documents.
Other than as disclosed above, there have been no major adverse business developments or conditions experienced by any program or non-program property that would be material to investors, including as a result of recent general economic conditions.”
The form of subscription agreement contained in Appendix C-1 of the Prospectus is hereby replaced with the revised form of subscription agreement attached to this Supplement No. 15 as Appendix C-1. The revised form of subscription agreement supersedes and replaces the form of subscription agreement contained in the Prospectus.
The form of multi-offering subscription agreement contained in Appendix C-2 of the Prospectus is hereby replaced with the revised form of multi-offering subscription agreement attached to this Supplement No. 15 as Appendix C-2. The revised form of multi-offering subscription agreement supersedes and replaces the prior form of multi-offering subscription agreement contained in the Prospectus.
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