SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2022
BrightSpire Capital, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
590 Madison Avenue, 33rd Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s telephone number, including area code: (212) 547-2631
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class ||Trading Symbol(s)||Name of each exchange on which registered|
|Class A common stock, par value $0.01 per share||BRSP||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 2.02||Results of Operations and Financial Condition.|
|Item 7.01||Regulation FD Disclosure.|
On January 20, 2022, BrightSpire Capital, Inc. (the “Company”) issued a press release adjusting projected net book value increases from the co-invest portfolio sale and preferred financing payoff during the fourth quarter of 2021. The foregoing information does not purport to reflect our results of operations or financial condition for the quarter or full year ended December 31, 2021.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibits 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
|Item 9.01||Financial Statements and Exhibits.|
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: January 20, 2022||BRIGHTSPIRE CAPITAL, INC.|
|By:||/s/ David A. Palamé|
|Name:||David A. Palamé|
|Title:||General Counsel & Secretary|
BrightSpire Capital Adjusts Book Value Increases from Co-Invest Portfolio Sale and Preferred Financing Payoff
NEW YORK—JANUARY 20, 2022—On December 22, 2021, subsidiaries of BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”), announced the payoff of its “5-Investment Preferred Financing” following a co-invest portfolio sale. In conjunction with finalizing its year-end results and accounting for the resolution of the co-invest portfolio sale and “5-Investment Preferred Financing payoff”, management projects that the combination of these transactions should result in an adjusted net increase of approximately $0.20 to the Company’s GAAP book value and approximately $0.35 to undepreciated book value, in each case, approximately $0.33 less than previously reported on December 22, 2021. Fourth quarter 2021 results will be set forth in further detail in the Company’s upcoming annual report on Form 10-K for the fiscal year ended December 31, 2021.
About BrightSpire Capital, Inc.
BrightSpire Capital, Inc. (NYSE: BRSP), formerly Colony Credit Real Estate, Inc. (NYSE: CLNY), is one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. BrightSpire Capital is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.brightspire.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward- looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward- looking statement. Factors that could cause actual results to differ materially from BrightSpire Capital’s expectations include, but are not limited to, the preservation and/or net effect on Company book value for such events; the ability to simplify the portfolio and/or realize efficiencies, as well as achieve anticipated strategic and financial benefits of the internalization; the ability to maintain liquidity and/or a pipeline to generate additional earnings; and uncertainties regarding the ongoing impact of the novel coronavirus (COVID-19). The foregoing list of factors is not exhaustive. Additional information about these and other factors can be found in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as in BrightSpire Capital’s other filings with the U.S. Securities and Exchange Commission. Moreover, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19. Additional information about these and other factors can be found in BrightSpire Capital’s reports filed from time to time with the Securities and Exchange Commission.
BrightSpire Capital cautions its investors not to unduly rely on any forward-looking statements. The forward- looking statements speak only as of the date of this press release. BrightSpire Capital is under no duty to update any of these
forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and BrightSpire Capital does not intend to do so.
BrightSpire Capital, Inc.
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